Nirlon Ltd Directors Report

Your Directors present their 66^th Annual Report along with the Audited Financial Accounts for the Financial Year ("F.Y.") ended March 31, 2025.

1. *Financial Performance

The Companys Financial Performance for the F.Y. ended March 31, 2025 is summarized below:

		( in crore)
Particulars	2024-25	2023-24
Gross Income from Operations	644.96	607.35
Gross Profit	511.76	481.43
Interest Paid	117.02	123.49
Cash Profit	394.74	357.94
Depreciation	56.33	56.41
Net Profit for the Year before	338.41	301.53
Tax:
Tax Expense	120.22	95.97
Net Profit for the Year after tax	218.19	205.56
Interim Dividend of 15.00 per share paid on the face value of equity shares of 10.00 each	135.18	135.18
*Proposed Final Dividend of 11.00 per share to be paid ( F.Y. 2024-25) on the face value	*99.13	99.13
of equity shares of 10.00 each

*The Statement of Standalone Financial Results has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act,

2013 and other recognised accounting practices and policies to the extent applicable.

2. Market Capitalisation Ranking on BSE Limited

Your Company has been ranked by the BSE Limited at

Sr. No.849 (previous F.Y. i.e. 2023-24 at sr. no. 730 as on March 31,2024 ) out of the top 1,000 listed companies based on Market Capitalization as on December 31, 2024.

3. Financial Operations (Summary)

i. Gross Income from Operations for the F.Y.2024-25 was 644.96 Crore as against 607.35 crore for the F.Y. 2023-24.

ii. Gross Profit for the F.Y. 2024-25 was 511.76 Crore as against 481.43 crore for the F.Y. 2023-24.

iii. Cash Profit for the F.Y. 2024-25 was 394.74 crore as against 357.94 crore for the F.Y. 2023-24.

iv. Net Profit for the F.Y. 2024-25 (after taxes) was 218.19 crore as against a profit of 205.56 crore for the F.Y. 2023-24.

v. An Interim Dividend of 135.18 crore was paid during the F.Y. 2024-25, and a Final Dividend of 99.13 crore for the F.Y. 2024-25 is proposed to be paid.

vi. Implication of Old versus New Income Tax Regimes:

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

4. The Company Business Activity

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

5. Finance & Material Changes affecting

Position of the Company

There is no material change and commitment affecting the financial position of the Company which has occurred during the F.Y.2024-25, or from then on till the date of this Report.

6. Reserves

The Board of Directors do not propose to transfer any amount to the General Reserve account in the Balance Sheet for the F.Y. 2024-25.

7. Dividend

For the Year under review, the Board of Directors at their meeting held on February 13, 2025 declared an interim dividend of 15.00 per equity share of 10.00 each (@150%) amounting to 135.18 crore, and the same was paid to Shareholders for the F.Y. 2024-25.

Further, the Board of Directors, at their meeting held on May 21, 2025, recommended a final dividend of 11.00 per equity share of 10.00 each (@110%) amounting to 99.13 crore, subject to the approval of Members of the Company at their 66^th AGM.

Dividend will be paid to Members whose names appear in the Register of Members as on Thursday, September 11, 2025 ("the Record Date").

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

Record Date.

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

Nirlon Limited is the owner of NKP, an approx. 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an

IT Park under the Government of Maharashtras (GOM) Policy. The current FDI Policy of the GOI permits 100% FDI in Industrial Parks.

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

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

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

Phases 1-5

A total of approx. 47.63 lakh sq. ft. area has been constructed in Phases 1-5 corresponding to approx.30.80 lakh sq. ft. of licensable area. License fees for Phases 1-5 continued to be received by the Company through F.Y. 2024-25.

Please Note:

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

Further particulars are provided in Annexure 7 to this Report, i.e. Management Discussion and Analysis.

ii. License Fees

During the Year under review, gross license fees aggregated approx. 560.66 crore (as per Ind AS).

iii. Marketing

Phases 1-5 of NKP continues to be largely fully licensed (for the Quarter ended June 30, 2025) to reputed international and Indian corporates.

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

iv. Financing a. In F.Y. 2022-23, the Company re-financed its entire HDFC debt by availing a loan of 1,230.00 crore as a Green Loan with a sub-limit of 80.00 crore by way of an Overdraft limit from The Hongkong and Shanghai Banking Corporation Limited ("HSBC").

b. The outstanding secured loan amounts as on March 31, 2025 aggregated to 1,150.00 crore (as per IGAAP).

c. The Company executed and registered a Mortgage Deed by creating a first and exclusive charge in favour of HSBC by mortgaging the Companys immovable property, i.e. land, buildings and structures standing on the land situate at Goregaon (East), Mumbai 400 063 as per the facility documents executed by and between the Company and HSBC.

d. Crisil Ratings has assigned and re-affirmed

"CRISIL AA+/ Stable" rating to this HSBC facility and the same rating continues till date.

9. Sustainability Initiatives

NKP provides an international quality, sustainable development that has an extensive sylvan, traffic free central park at its core, around which buildings are thoughtfully located to create the ambience of an urban oasis.

The NKP masterplan was created factoring various social and environmental considerations in 2006, well before CSR and ESG were mainstream concepts. The opportunity and challenge was to create a financially 23 acre factory into a global standard Office Park, while addressing social and environmental responsibilities by retaining most of the approx. 600 old growth trees, open spaces and reusing certain characteristic elements from the Companys industrial heritage.

The project has prioritized sustainability from the conceptualization of the Master Plan to detailing of individual built forms. The development gives precedence to the primacy of its urban landscaping highlighting the retention of old, mature trees to provide ambiance to its buildings, linking public spaces through a series of parks with extensive green cover, and prioritizing pedestrian movement over vehicular. As part of the design, the orientation of office buildings and roads / pedestrian paths between and around old growth trees has helped retain approx. 500 out of 600 such trees and the Company has planted approx. 500 more.

The building and hardscape footprint has been kept to a minimum, reducing the heat island effect, allowing a better microclimate for users and better storm water management.

Buildings have also been designed to maximize natural light and energy conservation through their orientation / layout and fa?ade schemes, based on careful solar path analysis. District cooling systems, roof top insulation, low-e double glazing, natural clay facades and reflective surfaces ensure efficient cooling of the office premises. Treated water from the STP is reused for flushing and landscaping purposes, and OWCs process organic waste.

The focus on trees and plant life in NKP has also resulted in a proliferation of bird and insect life throughout the Campus. Birds are attracted by old trees and plant species endemic to the region. Insects are drawn by seasonally flowering plants. The resulting symbiotic relationships keep the vegetation naturally fresh and healthy. The plant, creeper and tree species used have been selected to complement and integrate with those already available in the region.

The resulting unique Master Plan has allowed NKP to carve out a distinctive niche among Mumbais office parks, and has contributed to making the Campus a preferred destination for its several marquee occupants and their employees.

The juxtaposition between Mumbais daily congestion, noise and bustle outside NKPs walls and the serenity, green open spaces and oasis like ambiance of the Campus, consistently contribute to the satisfaction of occupiers and its approx. 25,000 daily users.

Certifications & Recent Awards:

• NKP is one of first LEED Gold Core and Shell Certifications of this scale for Phases 1 to 4

• Phase 5 has achieved LEED Platinum Core and Shell Certification.

• LEED Zero Water for Phases 1 to 4

• TRUE Platinum Rating for Waste Management for

Phases 1 to 4

• WELL Health-Safety Rating for Phases 1 to 4

• Winner in Green Buildings category of FICCIs 4th

Smart Urban Innovation Awards, 2023

• GRI Awards 2024 - Sustainable Project of the Year

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

11. Nirlon House

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

Worli in Central Mumbai.

12. A. Execution of the Third Management Services Agreement (TMSA) with Nirlon Management Services Pvt. Ltd. (Related party Transactions) effective from April 1, 2024 for a period of 3 (three) years

The Board of Directors have, at their meeting held on March 22, 2024, approved, based on the recommendations made by the Audit Committee of the Company, execution of the TMSA with Nirlon

Management Services Pvt. Ltd. (Related party Transactions) effective from April 1, 2024 for a period of

3 (three) years. Accordingly, the Company has executed the TMSA on March 29, 2024.

The Audit Committee and Board of Directors have considered the following while approving the TMSA. i. Confirmation Report byiVAS Partners on the proposed terms and conditions for the related party transactions confirming that the proposed related party transactions are on an Arms length basis; and ii. Confirmation from the Companys legal Advisors that as the value of the TMSA as on execution date of does not exceed 1,000.00 crore and / or 10% of turnover of the Company and hence, the same is not subject to Members approval. iii. Since Mr. Kunal V. Sagar (as on the date of Board approval, i.e. March 22, 2024) and Mr. Rahul V. Sagar

("Sagar Brothers") are Promoters / Directors of the Company and also Members and Directors of Nirlon Management Services Pvt. ltd. (NMSPL), NMSPL would constitute a related party of the Company in terms of Section 2(76) (iv) of the Companies Act, 2013. Further,

Reco Berry Private Limited, a company incorporated in Singapore, the Sagar Brothers, Alfano Pte Limited and Deltron Pte Limited (collectively referred to as the

"Promoters") and persons acting in concert with the

Promoters, being related parties in terms of Regulation

2(1)(zb) of the SEBI LODR, have not voted to approve the resolutions at the Board meeting.

B. Implementation / Commencement of Operations under the TMSA

Effective from April 1, 2024, the Company has been receiving various management services from NMSPL under the TMSA as contracted.

The Shareholding Pattern of NMSPL is given below: Class A Shares

Sr. no. Name of the Shareholder	No. of Shares held	% of Share Holding
1. Mr. Rahul V. Sagar	10,000	66.67
2. Reco Fortius Pte Limited	5,000	33.33
Total	15,000	100

Class B Shares

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

Class C Shares

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

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

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

Please note that Shareholders of the Company have passed the respective Special Resolutions at their 64^th Annual General Meeting held on September 15, 2023 approving the re-appointment of: a. Mr. Rajinder Pal Singh (DIN:02943155) (D.O.B.20.10.1951), as a Non-Executive Independent Director of the Company for a further period of 5 (five) years effective from

May 13, 2024; and b. Ms. Anjali Seth (DIN:05234352) (D.O.B. 25.10.1958), as a Non-Executive Independent Director of the Company for a further period of 5 (five) years effective from May 13, 2024. c. Mr. Arjun Khullar (DIN:10671903), was appointed as a Nominee Director of Reco Berry

Pvt. Ltd. effective from June 20, 2024.

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

Appointment, Continuation and Re-appointment of Directors at the 66^th AGM

A brief resume of the Directors seeking appointment and re-appointment at the 66^th AGM is as per the details given below:

i. Re-appointment of Mr. Arjun Khullar (DIN: 10671903), age 59 years (D.O.B.06-06-1966), as a Nominee Director liable to retire by rotation.

ii. Continuation of Mr. Rajinder Pal Singh (DIN: 02943155), age 73 years (D.O.B. 20-10-1951), as a Non-Executive Independent Director, not liable to retire by rotation.

iii. Re-appointment of Mr. Rahul V. Sagar (DIN: 00388980), age 54 years (D.O.B. 28.05.1971), as the Executive Director & Chief Executive Officer (CEO) of the Company and Payment of his Managerial Remuneration for a another period of five (5) years w.e.f. February 1, 2026 to January 31, 2031, whose term will be expiring on January 31, 2026.

The Board recommends the appointment, Continuation and re-appointment of the above Directors.

For more details, please refer to Note no. 21 of the 66^th AGM Notice

a. Changes in the Board during the F.Y. 2024-25

There was no change in the Board constitution during the F.Y. 2024-25, except for the appointment of Mr. Arjun Khullar (DIN:10671903), who was appointed as the Nominee Director of Reco Berry Pvt. Ltd. (Promoter) effective from June 20, 2024.

b. The nature of each Directors expertise, and the name of company/ies where they hold Chairmanships, Directorships and Memberships of Board / Committees and Shareholding, if any, as stipulated under the required Regulation of the SEBI Listing Obligations & Disclosure Requirements

Regulations, 2015, are provided in this Report, and forms part of the Notice calling the 66^th AGM.

ii. Committees of the Board of Directors

a. Audit Committee

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

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

iii. Mr. Sridhar Srinivasan, NE & ID.

b. Stakeholders Relationship Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

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

iii. Mr. Sridhar Srinivasan, NE & ID.

c. Nomination & Remuneration Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

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

iii. Mr. Sridhar Srinivasan, NE & ID;

d. .Corporate Social Responsibility Committee

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

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

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

e. Risk Management Committee i. Mr. Rajinder Pal Singh, Chairman & NE & ID; ii. Ms. Anjali Seth, NE & ID; iii. Mr. Rahul V. Sagar, Executive Director &

Chief Executive Officer; and iv. Mr. Sridhar Srinivasan, NE & ID (effective from August 12, 2024). f. Independent Directors Committee i. Mr. Rajinder Pal Singh, NE & ID; ii. Ms. Anjali Seth, NE & ID; and iii. Mr. Sridhar Srinivasan, NE & ID;

*NE & ID means Non Executive

Independent Director iii. Brief Roles and Responsibilities of the Board Committees a. Audit Committee (AC)

The AC of the Board played an important role during the Year under review, including recommending the appointment/ re-appointment of and making recommendations for the remuneration to the Board for the various types of the Auditors, Key Managerial Personnel (KMPs) etc., and co-ordinating with the Statutory Auditors, Internal Auditors, Cost Auditors and other Key Managerial Personnel of the Company.

The AC has also rendered guidance, inter alia, in the areas of corporate governance, Related

Party Transactions, internal audit, finance, taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of the Year to attend various aspects in the interest of Members. With the compulsory

Dematerialisation of the Companys shares and electronic mode of transfers, postal dispatches which led to frequent complaints have been minimized.

As on March 31, 2025, approx. 97.89 % of the Companys total paid up equity share capital was held in Dematerialized Form, and there was no investor grievance / complaint pending.

c. Corporate Social Responsibility Committee (CSRC)

The Board formed a Corporate Social Responsibility Committee on September 23, 2014 and re-constituted the Committee from time to time. The CSRC continues to make its recommendations to the Company for implementation of CSR activities under its CSR Policy during the Year under review as per the Act.

d. Nomination & Remuneration Committee (NRC) The NRC recommends to the Board the appointment of Directors, KMPs, and remuneration/compensation packages of the Executive Director and Key Managerial Personnel.

e. Risk Management Committee (RMC)

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

The Risk Management Committee met twice on July 1, 2024 and January 23, 2025.

f. Independent Directors Committee (IDC)

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

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

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

ii. h t t p s : / / w w w . n i r l o n l t d . c o m / p d f / stakeholders_ relationship.pdf

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

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

v. h t t p s : / / w w w. n i r l o n l t d . c o m / p d f / r i s k management.pdf

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

g. POSH Committee

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition

& Redressal) Act, 2013 read with rules made thereunder, your Company has constituted a Committee which is responsible for redressal of complaints related to sexual harassment. It may be noted that the Company has only 3 (three) male employees.

During the Year under review, there was no complaint received pertaining to sexual harassment.

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

14. Policies & Codes

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

SEBI LODR latest by March 31, 2016.

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

Company is compliant with the SEBI LODR.

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

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

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

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

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

d. Communicate the principles of materiality based on which the Company shall make disclosures of events or information.

For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/dmei_policy_mar_16. pdf

ii. Related Party Transaction (RPT) Policy

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

Aims of the RPT Policy

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

For more detail, kindly refer to the link: https://nirlonltd.com/pdf/related_party_transaction_ policy_may_25.pdf

iii. Whistle Blower (WB) Policy

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

Aims of the WB Policy

The WB Policy meets with the requirement of Regulation 22 of the SEBI LODR and Section 177 of the Act, and is intended to ensure that the Directors and Employees or any other person report their genuine concerns. During the Year under review, there was no case of whistle blowing reported. For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/whistle_blower_policy_ feb_21_v3.pdf

iv. Corporate Social Responsibility (CSR) Policy

The CSR Policy is in compliance, with the Companies Act, 2013 ("the Act")

Aims of the CSR Policy:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Plan which shall indicate the activities to be undertaken by the

Company as specified in Schedule VII to the Act;

b. To recommend the amount of expenditure to be incurred on CSR activities;

c. To monitor CSR activities; and

d. To ensure that the Company spends in every financial year, at least two (2) % of the average net profits of the Company made during the three (3) immediately preceding financial years on prescribed CSR activities, pursuant to Section 135 of the Companies Act, 2013 ("the Act") and Companies (Corporate Social Responsibility Policy) Rules, 2014.