Nitco Ltd Auditor Reports

To The Members of NITCO Limited

Report on the Audit of the Standalone Financial Statements

1. Opinion

We have audited the Separate financial statements (also known as Standalone Financial Statements) of NITCO Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including Other Comprehensive Income),

Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with Companies (Indian Accounting

Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31st March 2025, and its losses (financial performance including Other Comprehensive Income), the Changes in

Equity and its Cash Flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 (‘the Act"). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act, and the Rules thereunder, and we have our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Standalone

Financial Statements.

3. Emphasis of Matter i. Going Concern Assessment:

We draw attention to Note 38 b(iv) to the Standalone Financial Statement which states that in 2018, JM Financial Asset Reconstruction Company Limited ("JMFARC") had restructured Companys debt vide a Restructuring Agreement dated 27th March, 2018 Subsequently, the Company had committed default in ensuring the repayments of the restructuring facility. Hence, on 19th September, 2022 JMFARC revoked the restructuring of existing facilities (excluding the NCD and RPS facility) and the dues amounting to Rs. 2,42,762.93 Lakhs was reinstated, however in the books of accounts of the Company the loans were not reinstated as the Company was hopeful to get a revised resolution on the same. JMFARC had initiated proceedings with the Honble National Company Law Tribunal (NCLT) and the Debt Recovery Tribunal (DRT) for recovery of the outstanding balance. JMFARC had also filed the Corporate Insolvency Resolution Process (CIRP) against Corporate Guarantors namely Melisma finance and Trading Private Limited (Erstwhile named as Aurella Estate and Investments Private Limited), entity having significant influence over the Company,

Nitco Realities Private Limited (Subsidiary) and Meghdoot Properties Private Limited, Feel Better Housing Private Limited, Maxwealth Properties Private Limited, Silver-Sky Real Estate Private Limited (4 step-down Subsidiaries). All the above petitions were at Pre-admission/ not admitted stage. In April 2024, JMFARC assigned its rights and obligations concerning the Companys debt to Authum Investment & Infrastructure Limited ("AIIL").

During the year, a memorandum of intent of settlement dated 24.09.2024 between the Company and AIIL has been filed with the

Honble NCLT. The Honble NCLT has allowed the Company petition to be disposed of as having been withdrawn along with all the pending Interlocutory Application, if any.

On October 22, 2024, the Company and AIIL entered into a restructuring agreement and have agreed to restructure the reinstated outstanding debt obligations (excluding the NCD and RPS facility) which is Rs. 2,87,581.07 lakhs as of October 20, 2024, in the books of accounts the loans were not reinstated and the balance as at October 20, 2024 is Rs. 71,466.33 Lakhs. This restructuring involves revised repayment terms for sustainable debt, conversion of unsustainable debt into equity and additional financing commitments from the promoters and other investors (detailed below). The necessary approvals from shareholders were obtained by the Company vide EGM held on 15th November, 2024 and the in-principle approval from stock exchanges was also obtained in January 2025.

Key terms of the restructuring agreements are as follows:

a) Revised repayment terms for sustainable debt of Rs. 15,000.00 lakhs which was paid off from the fresh issue proceeds in the current year and conversion of part of unsustainable debt amounting to Rs. 1,03,781.25 lakhs of into 11,25,00,000 equity shares of face value Rs. 10 each at a rate of Rs. 92.25 per equity share issued to AIIL.

b) infusion by the existing promoter of an amount of Rs 3,228.75 Lakhs through fresh issue of 35,00,000 equity shares of face value Rs. 10 each at a rate of Rs. 92.25 per equity share and infusion of an amount of Rs. 5,398.93 Lakhs (being 25% of warrant amount) through issue of 2,34,10,000 convertible warrants on preferential allotment basis. c) Raising an aggregate amount of Rs. 37,696.12 lakhs through fresh issue of equity shares to third party investors of face value Rs. 10 each at a rate of Rs. 92.25 per equity share on preferential allotment basis.

The aforementioned issue of equity shares & convertible warrants on preferential allotment basis is in accordance with the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Considering the above events, the Company has recognized a loss of Rs. 47,314.92 Lakhs as exceptional loss.

This loss, along with deterioration in the value of assets used to generate cash flows has lead the company to incur substantial operating losses in the current financial year.

These events or conditions have been mitigated by the following factors which represent significant progress in addressing the

Companys financial challenges:

• Most of these losses are one-time losses due to one-time settlement and deterioration in the value of assets.

• Due to the one-time settlement, there is rescheduling of loan repayments and also the company has been successful in obtaining additional capital.

• Pursuant to the renegotiation of Borrowings and infusion of capital through fresh issue of equity shares, the Company has made progress in addressing its working capital requirements and has improved the sales and operational performance.

• The Company has also repaid its sustainable debt amounting to Rs. 15,000.00 Lakhs from the funds received on infusion of capital and has converted an amount of Rs. 71,466.34 Lakhs from debt to equity, thereby reducing future debt liabilities and interest costs.

To strengthen the Companys operational foundation and support future growth, the Company acquired selected identified real estate assets/ shares of company(ies) from Related Parties of the Company for an aggregate amount of not more than Rs. 30,000 lakhs to develop the same as real estate projects.

• The Company has also progressed in Real estate development at the immovable property located at Kanjurmarg and MIDC, village Panchpakhadi Thane.

Based on our audit conducted, we have concluded that events or conditions have been identified and no material uncertainty exists relating to events or conditions that may cast significant doubt on the entitys ability to continue as a going concern. ii. Refer Note 32 (A) to the Standalone Financial Statement, which describes that during the year, the Company concluded a one-time settlement with Life Insurance Corporation of India ("LIC") for its outstanding dues, which is approved by LIC on October 15, 2024.

As part of this settlement, the Company made the agreed payment, subsequently receiving a No Due Certificate from LIC dated

October 30, 2024. Consequently, the Company has recognized a gain of Rs. 855.39 lakhs arising from this settlement, which has been disclosed as an exceptional item in the standalone financial statement. Additionally, during the year the Company has accounted for the sale of its investment in New Vardhman Vitrified Pvt. Ltd. ("NVVPL"), as the requirement for No Objection Certificate from LIC no longer applies and recognized a gain of Rs. 275.00 lakhs as an exceptional item in the standalone financial statement. iii. Refer Note 38 (b)(ii) to the Standalone Financial Statement, Additional Director General Foreign Trade (ADGFT) had levied penalty of Rs. 17,000.00 lakhs which is confirmed by the Appellate bench of DGFT, New Delhi. No provision for the demand is made in the books. Management has received legal opinion that the order is bad in law. iv. Refer Note 3.3 to the Standalone Financial Statement, Management has considered impairment of Rs. 16,267.01 Lakhs in the carrying value of its Property, Plant and Equipment (excluding Land) at its Alibaug Unit. v. Refer Note 7 to the Standalone Financial Statement, Management has not made provision for impairment of Rs. 855.22 lakhs w.r.t. capital advance given to Saumya Buildcon Pvt Ltd. vi. Refer Note 12 (i) to the Standalone Financial Statement, Management has not made provision for impairment of Rs. 2,023.88 lakhs w.r.t. money invested / advanced to Nitco Realties Private Limited by way of Investments in Equity Shares and Loans. vii. Refer Note 43 to the Standalone Financial Statement, the balance with respect to certain bank balances, other current assets and liabilities confirmations are subject to and the balances are currently reported in the standalone financial statement as per the books of accounts.

Our opinion is not modified in respect of these matters.

4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter	Our Response
1) Assessment of impairment in valuation of investments and loan given to subsidiaries and Property, Plant and Equipment at Alibaug and Silvasa	Our audit procedures included, among others the following: • We have evaluated the key judgements /assumptions
• The carrying values of the companys Investments in subsidiaries and Property, Plant and Equipment	underlying managements assessment of potential indicators of impairment;
are assessed annually by management for potential indicators of impairment. • Company has provided for impairment of Rs.	We have studied available financial information including considerations of the economic conditions of the plant at Alibaug and audited financial statements of the subsidiaries;
16,267.01 Lakhs in the carrying value of its Property, Plant and Equipment (excluding Land) of Alibaug Unit. • For the above impairment testing, management has	We have evaluated management judgement in classification of Cash generating Unit & also review board approval for joint development on Land & Building. We have also reviewed quotation received for scrap sale of Plant at Alibaug.
determined the value in use and the fair value less cost to sell as applicable. We have identified the assessment of potential impairment of investments and loans given to subsidiaries and Property, Plant and Equipment at Alibaug and Silvasa location as a key audit matter.	• We have evaluated the current approximate market price of the land, real estate properties at Alibaug and Silvasa and also where the subsidiaries have invested for computing the recoverable amount. Impairment loss on scrapping of Machinery and Inventorization of land has been covered in the valuation of PPE part.
Impairment assessment involves significant degree of management judgement in determining the key assumptions and expected future cash flows. • Valuation of underlying assets especially land with	• We have checked the Valuation report of underlying assets done by Independent Valuer; We evaluated the independence, competence of the independent valuer; • We read and assessed the relevant disclosures made within
subsidiaries were done from Independent Valuer. financial the standalone Ind AS statements.
2) Litigation, Claims and Contingent Liabilities Company is exposed to variety of different laws, regulations and interpretations thereof. Consequently, in the normal course of business, Provisions and Contingent Liabilities may arise from legal	• We understood the processes, evaluated the design and implementation of controls and tested the operating effectiveness of the Companys controls over the recording and re-assessment of uncertain legal positions, claims and contingent liabilities.
proceedings, constructive obligations and commercial claims. Management applies significant judgement when considering whether and how much to provide for the potential exposure of each matter.	• We held discussions with senior management including the person responsible for legal and compliance to obtain an understanding of the factors considered by management in classification of the matter as ‘probable, ‘possible and ‘remote.
• These estimates could change substantially over time as new facts emerge as each legal case or matters progresses.	• Examined the Companys legal expenses on sample basis and read the minutes of the board meetings in order to ensure completeness.
Given the different views possible, basis the interpretations, complexity and the magnitude of potential exposures and the judgement necessary to estimate the amount of provision required or determine required di sclosures.	• With respect to tax matters (direct and indirect), discussed with the Companys tax officers and obtained their views and strategies on significant cases, as well as the related technical grounds relating to their conclusions based on applicable tax laws.
	• Assessing the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures.
	• For those matters where management concluded that no provisions should be recorded, considering the adequacy and completeness of the Companys disclosures.

5. Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, Management Discussion and Analysis, Report on Corporate Governance, but does not include the Standalone Financial Statements and our auditors report thereon. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

6. Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these

Standalone Financial Statements that give a true and fair view of the financial position, financial performance, Changes in Equity and

Cash Flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Companys financial reporting process.

7. Auditors Responsibility for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion, The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

8. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, based on our audit, we report that: a) We have sought and obtained all the information and explanations, except for the physical verification of inventory at Alibaug factory, which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS prescribed under section 133 of the Act. e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of

Directors, none of the directors are disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164

(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to financial statements. g) As there was no managerial remuneration paid during the year, the provisions under Section 197(16) of the Act are not applicable. h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements

– Refer Note 38 (b) to the Standalone Financial Statements; ii. The Company did not have any long-term contracts including derivative contracts for which there were no material foreseeable losses; iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. (a) As represented to us by the management and to the best of its knowledge and belief, no funds have been advanced or lend or invested during the year (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries"), with the understanding whether recorded in writing or otherwise that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(b) As represented to us by the management and to the best of its knowledge and belief, no funds have been received by the Company during the year from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that causes us to believe that the above representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material misstatement. v. The Company has not declared or paid any dividend during the year as per Section 123 of the Companies Act, 2013 and hence clause (f) of Rule 11 of the Companies (Audit & Auditors) Rules, 2014 is not applicable. vi. Based on our examination which included test checks, the Company has used an accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

For M M NISSIM & CO. LLP

Chartered Accountants

Firm Reg.No.107122W / W100672

N Kashinath

Partner

Membership No.036490

UDIN: 25036490BMFZLV2787

Place: Mumbai

Date: 2^nd May, 2025

"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT

OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF NITCO LIMITED.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditors Report) Order, 2020:

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that: i. In respect of the Companys Property, Plant and Equipment (PPE) and Intangible Assets:

(a) A. The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and Right-of-use asset;

B. The company has maintained proper records showing full particulars of intangible assets.

(b ) As explained to us, the Property, Plant and Equipment, have been physically verified by the management in accordance with a phased verification, programme of which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable, and no material discrepancies have been noticed on such physical verification.

(c) Based on our examination of the registered sale deed / transfer deed / conveyance deed / property tax paid documents (which evidences title) provided to us, we report that, the title in respect of self – constructed buildings and title deeds of all other immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment are held in the name of the Company as at the balance sheet date, except for the following:

Description of Property & Period Held For	Gross Carrying Value (Rs in Lakhs)	Held in the Name of	Whether promoter, director or their relative Or employee	Reason for not being held in name of Company * indicate if in dispute
Leasehold Land at	873.09	Manometer (India) Pvt. Ltd	No	Agreement executed but
Thane				ownership of Constructed
Period Held: 31st Dec				area is under process.
2005 onwards
Land at Alibaug	15.85	Various Parties	No	Registration of agreement is
Period Held: 1995		(Refer note 45 of Standalone		under process.
onwards		Financial Statement)

(d ) The Company has not revalued any of its property, plant and equipment and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at 31st March 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year at reasonable intervals except for the physical verification of inventory at Alibaug factory. In our opinion, the coverage and procedure of such verification by the management is appropriate having regard to the size of the Company and the nature of its operation. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on such physical verification of inventory when compared with books of account.

(b) The company has been sanctioned working capital facility exceeding Rs. 5 crores from a financial institution on the basis of security of entire asset. The company has not availed any working capital facility from any bank. According to the information and explanations given to us, filing of returns or statements are not required.

(iii) The Company has made investments in and granted loans during the year, details of loans is stated in subclause (a) below. The Company has not provided guarantee or security to the companies, firms, LLP or any other parties during the year

(a) During the current year Company has granted loan the detailing of which are given below:

Particulars	Loan Amount in lakhs (Rs.)
A. Aggregate amount of Loan provided during the year to
- Wholly Owned Subsidiaries	944.29
B. Balance outstanding as at balance sheet date
- Wholly Owned Subsidiaries	1419.71

(b) The company has made investments, granted loans and advances in current and earlier years. In our opinion, such investments and loans are prima facie, not prejudicial to the Companys interest.

(c) in respect of loans and advances in the nature of loans given by the company in previous years the schedule of repayment of principal and payment of interest has not been stipulated and in the absence of such schedule, we are unable to comment on the regularity of the repayments of principal amounts and payment of interest. The outstanding balances of such loans and advances granted is reported as below:

(Rs in Lakhs)

Sr. No. Party Name	Amount Outstanding as on 31.03.2025
1 Nitco Realties Pvt Ltd	465.51
2 Saumya Buildcon Pvt Ltd	855.22
3 Meghdoot Properties Pvt. Ltd.	0.57
4 Maxwealth Properties Pvt. Ltd.	0.57
5 Feel Better Housing Pvt. Ltd.	0.57
6 Silver-Sky Real Estates Pvt. Ltd.	0.55

(d) As there is no stipulation of repayment of principal and interest of loans and advances granted in earlier years we are not in the position to comment on the status of overdue loan at the beginning of the year.

(e) No loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

(f) The Company has granted loans or advances in the nature of loans without specifying any terms or period of repayment during the current and earlier years details of which are given below:

(Rs. in Lakhs)

Particulars	All Parties	Promoter	Related Parties	Other Parties
	(A+B+C)	(A)	(B)	(C)
The aggregate amount of loan/ advance in nature of
loan: (Rs in Lakhs)
Repayable on demand (A)	-	-	-	-
Agreement does not specify any terms or period of	-	-	-	-
repayment (B)
No agreement (C)	1320.73	-	465.51	855.22
Total (A+B+C)	1320.73	-	465.51	855.22
Percentage of loans/advances in nature of loans to	>100.00%	-	35.25%	64.75%
the total loans/advances

(iv) In respect of loans granted to and investments made in a wholly owned subsidiary, in our opinion, the provision of Section 185 of the

Act do not apply to such loans granted and investment made. In respect of provision of Section 186 the company has extended limits for granting loans and making investments by obtaining necessary shareholders approvals in earlier year. Hence, the Company has complied with the provisions of Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 as amended. Accordingly, the provisions of clause 3(v) of Para 3 of the Order are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective

1st July 2017, these statutory dues has been subsumed into GST.

(a) The Company is regular in depositing undisputed statutory dues, including Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax, Duty of customs, cess and any other statutory dues with appropriate authorities, where applicable. There are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2025 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the statutory dues referred to in sub-clause (a) above including Sales-Tax, Service Tax, duty of excise and value added tax which have not been deposited as on 31st March 2025 on account of any dispute, are as follows:

Statute and nature of dues	Financial year to which the matter pertains	Forum where dispute is pending	Rs in Lakhs
Value Added Tax Act, 2005
VAT and Penalty	2015-16	Addl. Com.-Grade-2	26.02
	2014-15	DC - Sales Tax Appeal	3.71
	2014-15	JCCT- Appeal -1	0.83
	2013-14 & 2014-15	Tribunal	526.77
	2016-17 & 2017-18	Addl. Com.-Grade-2	493.00
Central Sales Tax Act, 1956
Pending C Form issues	2013-14	Addl. Com.-Grade-2	5.80
	2014-15, 2015-16 & 2016-17	DC - Sales Tax Appeal	101.88
	2016-17	Deputy commissioner of sales tax	0.37
	2016-17	Joint Commissioner	20.24
Customs Act, 1962
Redemption Fine	Various Years	CESTAT	300.00
Demand for EPCG license	Various Years	CESTAT	1053.32
Service Tax
Disallowance of Cenvat Credit	Various Years	CESTAT	1,019.38
Goods & Service Tax, 2017
Transport of goods without
	2018-19	GST officer	9.47
E-way bill
Income Tax Act, 1961
TDS	Various Years	CIT Appeal	28.37

(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

(ix) (a) The Company has defaulted in repayment of loans and in the payment of interest thereon to a financial institution as shown below:

Nature of Borrowing including debt securities	Name of Lender		Amount not paid on due date (Amt in Rs. Lakhs)		Due Date	No. days delay or Unpaid
Principal amount with respect to
Term Loan Rs. 20,000 lakhs	JMFARC		1,000		30 Jun 20	1,553
			1,000		30 Sept 20	1,461
			1,000		31 Dec 20	1,369
			1,000		31 Mar 21	1,279
			1,000		30 Jun 21	1,188
			1,000		30 Sept 21	1.096
			1,000		31 Dec 21	1,004
			1,000		31 Mar 22	914
			2,400		30 Jun 22	823
			2,400		30 Sept 22	731
			2,400		31 Dec 22	639
			2,400		31 Mar 23	549
Interest amount with respect to
Term Loan Rs. 20,000 lakhs	JMFARC		1,859.09		30 Jun 20	1,370
			1,921.70		30 Sept 20	1,553
			1,999.02		31 Dec 20	1,461
			477.67		31 Mar 21	1,369
Nature of Borrowing including		Name of Lender		Amount not paid	Due Date	No. days delay or
debt securities				on due date		Unpaid
				(Amt in Rs. Lakhs)
				514.38	30 Jun 21	1,279
				552.66	30 Sept 21	1,188
				586.19	31 Dec 21	1,096
				606.97	31 Mar 22	1,004
				647.92	30 Jun 22	914
				711.70	30 Sept 22	823
				769.69	31 Dec 22	731
				810.79	31 Mar 23	639
				878.89	30 Jun 23	549
				913.51	30 Sept 23	458
				939.38	31 Dec 23	366
				955.42	31 Mar 24	274
				2008.28	30 Sept 24	0
Principal amount with respect to
Term Loan Rs. 30,000 Lakhs		JMFARC		6,756.80	31 Mar 20	1,644
				1,500.00	31 Mar 21	1,279
				3,000.00	31 Mar 22	914
				16,105.00	31 Mar 23	549
Interest amount with respect to
Term Loan Rs. 30,000 Lakhs		JMFARC		1,970.65	31 Mar 21	1,279
				2,982.98	31 Mar 22	914
				3,925.06	31 Mar 23	549
				5,410.25	31 Mar 24	183
				3,009.47	30 Sept 24	0
Principal amount with respect to
LIC Loan of Rs 1,887 Lakh		LIC ( Term Loan 1)		83	30 Jun 14	3,745
				83	30 Sept 14	3,653
				83	31 Dec 14	3,561
				83	31 Mar 15	3,471
				42	30 Jun 15	3,380
				42	30 Sept 15	3,288
				42	31 Dec 15	3,196
				42	31 Mar 16	3,105
				42	30 Jun 16	3,014
				42	30 Sept 16	2,922
				42	31 Dec 16	2,830
				42	31 Mar 17	2,740
				63	30 Jun 17	2,649
				63	30 Sept 17	2,557
				63	31 Dec 17	2,465
				63	31 Mar 18	2,375
				42	30 Jun 18	2,284
				42	30 Sept 18	2,192
				42	31 Dec 18	2,100
				42	31 Mar 19	2,010
				42	30 Jun 19	1,919
				42	30 Sept 19	1,827
				42	31 Dec 19	1,735
Nature of Borrowing including	Name of Lender		Amount not paid		Due Date	No. days delay or
debt securities			on due date			Unpaid
			(Amt in Rs. Lakhs)
			42		31 Mar 20	1,644
			42		30 Jun 20	1,553
			42		30 Sept 20	1,461
			42		31 Dec 20	1,369
			42		31 Mar 21	1,279
			63		30 Jun 21	1,188
			63		30 Sept 21	1,096
			63		31 Dec 21	1,004
			6.12		31 Mar 22	914
	FITL		02		31 Dec 14	3,561
			21		31 Mar 15	3,471
			07		30 Jun 15	3,380
			07		30 Sept 15	3,288
			07		31 Dec 15	3,196
			07		31 Mar 16	3,105
			07		30 Jun 16	3,014
			07		30 Sept 16	2,922
			07		31 Dec 16	2,830
			07		31 Mar 17	2,740
			10		30 Jun 17	2,649
			10		30 Sept 17	2,557
			10		31 Dec 17	2,465
			10		31 Mar 18	2,375
			10		30 Jun 18	2,284
			10		30 Sept 18	2,192
			10		31 Dec 18	2,100
			10		31 Mar 19	2,010
			13		30 Jun 19	1,919
			13		30 Sept 19	1,827
			13		31 Dec 19	1,735
			13		31 Mar 20	1,644

In October 2024, the company entered into a restructuring agreement involved revised repayment terms. Accordingly, no default in repayment of loan after restruturing agreement.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority during the year.

(c) The Company has not taken any term loan during the year. The term loans taken in earlier year were applied for the purpose for which loans were obtained.

(d) On overall examination of the Financial Statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the

Company, during the year the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised any new loans during the year on the pledge of securities held in its subsidiaries.

(x) (a) The Company has not raised any moneys by way of Initial public offer or further public offer (Including debt instruments), during the year and hence reporting under Clause (x) (a) of Para 3 of the Order is not applicable to the Company.

(b) The Company has made preferential allotment and private placement of shares during the year. For such allotment of shares, the Company has complied with the requirements of Section 42 and 62 of the Companies Act, 2013, and the funds raised have been, prima facie, applied by the Company during the year for the purposes for which they were raised by the Company during the year to the extent utilised as at the reporting date. The Company has not made any preferential allotment or private placement of (fully or partly or optionally) convertible debentures during the year.

(xi) (a) On the basis of our examination and according to the information and explanations given to us, no fraud by the Company or any material fraud on the Company has been noticed or reported during the year, nor have we been informed of any such case by the management.

(b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year. (xii) The Company is not a Nidhi Company and accordingly provisions of clause (xii)of Para 3 of the order are not applicable to the Company. (xiii) On the basis of our examination and according to the information and explanations given to us, we report that all the transaction with the related parties are in compliance with Section 177 and 188 of the Act, and the details have been disclosed in the Standalone Financial Statements in Note 34(b) as required by the applicable Indian Accounting standards.

(xiv) (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business. (b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

(xv) According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non -cash transactions with directors or persons connected with the directors and hence provisions of Sec 192 of the Companies Act, 2013 are not applicable to the company.

(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, provisions of clause (xvi) of Para 3 of the Order are not applicable to the Company.

(b) During the year, the Company has not conducted any Non-Banking Financial or Housing Finance activities and accordingly, provisions of clause (xvi)(b) of Para 3 of the Order are not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the Regulations made by the Reserve Bank of India and accordingly the provisions of clause (xvi) of Para 3 of the Order is not applicable to the Company.

(d) The group does not have any CIC as a part of the group and accordingly reporting under clause (xvi)(d) of Para 3 of the Order is not applicable to the Company.

(xvii) The Company has incurred cash losses during the financial year amounting to Rs 9379.36 lakhs covered by our audit and Rs 13,358.54 lakhs in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the Financial Statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year and hence, provisions of Section 135 of the Act are not applicable to the Company during the year. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the year.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company.

Accordingly, no comment has been included in respect of said clause under this report.

For M M NISSIM & CO. LLP

Chartered Accountants

Firm Reg.No.107122W / W100672

N Kashinath

Partner

Mem.No.36490

UDIN: 25036490BMFZLV2787

Place: Mumbai Date : 2nd May, 2025

"ANNEXURE B" TO THE INDEPENDENT AUDITORS REPORT

OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF NITCO LIMITED.

Report on the Internal Financial Controls WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. Opinion

We have audited the internal financial controls with reference to Standalone Financial Statements of NITCO LIMITED ("the Company") as of March 31, 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to Standalone Financial Statements and such internal financial controls with reference to Standalone Financial Statements were operating effectively as at March 31, 2025, based on the internal financial control with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial reporting issued by the Institute of Chartered Accountants of India (ICAI).

2. Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to Standalone Financial Statements based on the internal financial controls with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Act.

3. Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Financial Statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to Standalone Financial Statements.

4. Meaning of Internal Financial Controls With reference to Standalone Financial Statements

A Companys internal financial control with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the

Companys assets that could have a material effect on the financial statements.

5. Inherent Limitations of Internal Financial Controls With reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Financial Statements to future periods are subject to the risk that the internal financial control with reference to Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For M M NISSIM & CO. LLP

Chartered Accountants

Firm Reg.No.107122W / W100672

N Kashinath

Partner

Mem.No. 036490

UDIN: 25036490BMFZLV2787

Place: Mumbai

Date : 2nd May, 2025