Nitco Ltd Directors Report

Dear Members,

Your Directors are pleased to present 59^th Annual Report on the business and operations of the Company together with the audited financial statements of the Company for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY

The financial performance of your Company for the Financial Year ended March 31, 2025 is summarized below:

rs ( in Crores)

Particulars	Standalone		Consolidated
	2025	2024	2025	2024
Total Revenue from Operations	324.75	327.83	327.74	330.08
Profit /(Loss) before interest, depreciation and tax	(20.84)	(31.92)	(21.38)	(38.01)
Interest & Financial Charges (Net)	66.29	95.18	70.19	95.53
Depreciation	187.23	29.16	187.78	29.16
Exceptional Items (Loss)	(461.85)	0	(461.85)	0
Profit/(loss) from Continuing Operations before tax	(736.21)	(156.26)	(741.20)	(162.70)
Provision for tax including taxes for earlier years	0	(0.33)	0	(0.27)
Net Profit/(loss) from Continuing Operations before tax	(736.21)	(156.59)	(741.20)	(162.97)
Net Profit/(loss) from Discontinuing Operations	0	0	0	0
Profit/(loss) after tax	(736.21)	(156.59)	(741.20)	(162.97)

REVIEW OF OPERATIONS

During FY 2024-25, your Company was able to achieve consolidated revenue of rs 327.74 Crores. The revenue decreased by rs 2.34 Crores over the last year. The Company is enjoying strong brand equity in the market. Consolidated (loss) before interest, depreciation and taxes was

rs (21.38) Crores for FY 2024-25.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has issued and allotted:

• 4,43,63,000 (Four Crores Forty-Three Lakhs and Sixty-Three Thousand) Equity Shares of the Company of face value of

rs 10/- (Rupees Ten only) each, at rs 92.25/- (Rupees Ninety-Two and Paise Twenty-Five only) including a premium of rs 82.25/- (Rupees Eighty-Two and Paise Twenty-Five only) to Promoter and Non Promoters on a Preferential basis;

• 2,34,10,000 (Two Crores Thirty-Four Lakhs and Ten Thousand) Convertible Warrants [convertible into equal number of Equity Shares of face value of rs 10/- (Rupees Ten only) each], at

rs 92.25/- (Rupees Ninety-Two and Paise Twenty-Five only) including a premium of rs 82.25/- (Rupees Eighty-Two and Paise Twenty-Five only) to Promoter on a Preferential basis;

• 11,25,00,000 (Eleven Crores Twenty-Five Lakhs) Equity Shares of the Company of face value of rs 10/- (Rupees Ten only) each, at rs 92.25/- (Rupees Ninety-Two and Paise Twenty-Five only) including a premium of rs 82.25/- (Rupees Eighty-Two and Paise Twenty-Five only), to Non Promoter on a Preferential basis pursuant to the conversion of part of the debt of the Company.

This increased the Companys paid-up equity share capital from 22,18,58,955 (Twenty-Two Crores Eighteen Lakhs Fifty-Eight Thousand Nine Hundred and Fifty-Five only) to 37,87,21,955 (Thirty-Seven Crores Eighty-Seven Lakhs Twenty-One Thousand Nine Hundred and Fifty-Five) with 15,68,63,000 (Fifteen Crores Sixty-Eight Lakhs Sixty-Three Thousand) additional Equity Shares. The Equity

Shares allotted shall rank pari-passu with the existing Equity Shares of the Company. Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2025 is rs 3,78,72,19,550/- (Rupees Three Hundred and Seventy-Eight Crores Seventy-Two Lakhs Ninteen Thousand Five Hundred and Fifty only) divided into 22,87,21,955 (Twenty-Two Crores Eighty-Seven Lakhs Twenty-One Thousand Nine Hundred and Fifty-Five) Equity Shares of rs 10/- (Rupees Ten only) each and 15,00,00,000 (Fifteen Crores) Preference Shares of rs 10/- (Rupees Ten only) each.

As on March 31, 2025, the Authorised Share Capital of the Company is rs 5,00,00,00,000/- (Rupees Five Hundred Crores only) divided into 35,00,00,000 (Thirty-Five Crores) Equity Shares of rs 10/- (Rupees Ten only) each and 15,00,00,000 (Fifteen Crores) Preference Shares of

rs 10/- (Rupees Ten only) each.

During the FY 2018-19, the Company had issued and alloted 500, unlisted, secured, redeemable, non-convertible debentures of face value of rs 10,00,000/- (Rupees Ten Lakhs only) each aggregating to

rs 50,00,00,000/- (Rupees Fifty Crores only) on a private placement basis to JM Financial Asset Reconstruction Company Limited

("JMFARC"). During the year, JMFARC has assigned the financial assets of the Company together with all underlying rights, titles, interests, securities, guarantees etc. thereof in favour of Authum Investment & Infrastructure Limited ("Authum"). Accordingly, 500, unlisted, secured, redeemable, non-convertible debentures of face value of rs 10,00,000/- (Rupees Ten Lakhs Only) each aggregating to Rs. 50,00,00,000/- (Rupees Fifty Crores only) are currently being held by Authum.

Except as mentioned above, the Company had not issued any other shares or instruments convertible into Equity Shares of the Company or with differential voting rights nor has granted any sweat equity.

EMPLOYEE STOCK OPTION PLAN (ESOP)

With a view to motivate, attract and retain key employees of the Company, the Company introduced a "Nitco - Employees Stock Option Plan – 2019" ("ESOP – 2019") which was approved by the shareholders on March 30, 2019. The Plan is introduced to create, grant, offer, issue and allot such number of Stock Options convertible into Equity Shares of the Company, in one or more tranches, not exceeding 12,00,000 (Twelve Lakh) Equity Shares of face value of rs 10/- (Rupees Ten only) each.

During the year under review, there are no material changes in the ESOP- 2019 and the same is in compliance with SEBI (Share Based

Employee Benefits and Sweat Equity Shares) Regulations, 2021 ("SEBI

SBEB & SE Regulations"). The Board of Directors, at its meeting held on August 13, 2024, approved the grant of 9,88,000 (Nine Lakhs Eighty-Eight Thousand) stock options under the Nitco Employee Stock Option Plan 2019, as amended from time to time to eligible employees. These options, which had previously lapsed, have now re-granted during the FY 2024-25. e. c Each option entitles the holder to one equity share of the Company upon exercise. 50% of the granted options shall vest on the first anniversary of the grant date and remaining 50% shall vest on the second anniversary of the grant date.

The statutory disclosures and a certificate from Secretarial Auditors, confirming implementation of the Scheme, in accordance with SEBI

SBEB & SE Regulations have been hosted on the Companys website and can be accessed at https://www.nitco.in/corporate/investors/ esop and will be available for electronic inspection by the members during the AGM of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves for the Financial Year ended March 31, 2025.

BORROWING

During the Year, JM Financial Asset Reconstruction Company Limited

("JMFARC") has assigned the financial assets of the Company together with all underlying rights, titles, interests, securities, guarantees etc. thereof in favour of Authum Investment & Infrastructure Limited ("Authum"). Further, the Company has entered into restructuring agreement with Authum wherein part of the debt of the Company was converted into Equity Shares. The Company has also repaid the sustainable debt of rs 150 Crores (Rupees One Hundred and Fifty Crores only) to Authum.

Further, the Company has entered into One-Time Settlement (OTS) with Life Insurance Corporation of India ("LIC") for its debt facilities. LIC has approved the OTS proposal and accordingly, the Company has paid the One-Time Settlement amount towards its entire dues outstanding with LIC.

There was no default in repayment of loan as on March 31, 2025.

DIVESTMENT IN JOINT VENTURE COMPANY

The Company had received an advance consideration for the divestment of its stake in Mactile India Private Limited ("MIPL"),

[formerly known as New Vardhman Vitrified Pvt. Ltd. ("NVVPL")]. However, the transfer of shares could not be completed in the previous financial years due to the pending No Objection Certificate (NOC) from Life

Insurance Corporation of India ("LIC"). Accordingly, MIPLs assets and liabilities were classified as "Assets Held for Sale" as at March 31, 2024. Subsequently, the Company received a No Due Certificate from LIC dated October 30, 2024, and the requirement for LICs NOC was no longer applicable for completing the share transfer. Following this development, the necessary adjustments were made in the books of accounts, and the resultant gain on sale was recognized under exceptional items.

As on March 31, 2025, the Company has ceased to hold any ownership

/ stake in MIPL and does not have any control or significant influence over its management or governance structure.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

In accordance with the Act and Accounting Standard - 21 (AS-21) on consolidated financial statements, the audited consolidated financial statements forms part of the Annual Report.

The Statement required under Section 129(3) of the Act in respect of the subsidiary companies is provided in Annexure I of this report. The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company / its subsidiaries who request for the same. The annual financial statements of the subsidiary companies will also be kept open for inspection at the Companys/Subsidiarys Registered Office and/or Corporate

During the year under review, the Company has acquired 100% stake in Rejoice Realty Private Limited & Norita Investments Pvt. Ltd. and 25% stake in Anand Shree Bombay (Holding) Pvt Ltd. Accordingly, Rejoice Realty Private Limited and Norita Investments Pvt. Ltd. became

Wholly Owned Subsidiary Companies of the Company with effect from

January 27, 2025.

Except as mentioned above, there was no change in Subsdiaries, Associates and/or Joint Venture of the Company.

CREDIT RATING

Instrument	Rating Agency	Ratings assigned as on August 30, 2024
Long Term Fund-Based Bank Facilities, Non-Convertible Debentures, Redeemable Non- Convertible Preference Shares	Infomerics Valuation and Rating Limited	IVR D

While this rating highlights the areas for improvement, it also provides a clear starting point for recovery. Management is taking proactive steps to strengthen financial performance and improve cash flow.

DIVIDEND

The Board does not recommend any dividend for the Financial Year ended March 31, 2025.

CORPORATE HIGHLIGHTS

Allotment of Equity Shares on Preferential basis

During the period, the Company has issued and allotted 15,63,68,000 (Fifteen Crores Sixty-Three Lakhs Sixty-Eight Thousand) Equity Shares of face value of rs10 (Rupees Ten Only) each at rs92.25/- (Rupees Ninety-Two and Paise Twenty-Five only) per share [including a premium of rs82.25/- (Rupees Eighty-Two and Paise Twenty-Five only)] vide members approval obtained in the Extraordinary General Meeting held on November 15, 2024 and Boards approval on January 27, 2025 and January 29, 2025.

Out of 15,63,68,000 (Fifteen Crores Sixty-Three Lakhs Sixty-Eight Thousand) Equity Shares, with the Boards approval on January 27, 2025, 4,38,21,000 (Four Crores Thirty-Eight Lakhs Twenty-One Thousand) Equity Shares were allotted to Promoter and Non-Promoters on a Preferential basis & 11,25,00,000 (Eleven Crores Twenty-Five Lakhs) Equity Shares to Non-Promoter on a Preferential basis pursuant to the conversion of part of the debt of the Company and with the Boards approval on January 29, 2025, 5,42,000 (Five Lakhs Forty-Two Thousand) Equity Shares to Non-Promoter on a Preferential Basis.

Allotment of Convertible Warrants

The Company, pursuant to members approval obtained on November 15, 2024, and Boards approval obtained on January 27, 2025, has allotted 2,34,10,000 (Two Crores Thirty-Four Lakhs Ten Thousand) convertible warrants to a Promoter on a preferential basis. Each warrant is convertible into one fully paid-up equity share of face value rs 10/- (Rupees Ten only) each within 18 months from the allotment date, at an issue price of

rs 92.25/- (Rupees Ninety-Two and Paise Twenty-Five only) per warrant [including a premium of rs 82.25/- (Rupees Eighty-Two and Paise Twenty-Five only)].

Conversion of Part Debt and One Time Settlment

The Board of Directors, at its meeting held on October 21, 2024, approved the conversion of a part of the outstanding debt amounting to rs10,37,81,25,000 (Rupees One Thousand Thirty-Seven Crores Eighty-One Lakhs Twenty-Five Thousand only) into equity by issuing Equity Shares on a preferential basis to Authum Investment & Infrastructure Limited, in accordance with the agreed terms between the Company and Authum.

The Company on October 4, 2024 had proposed a One-time settlement ("OTS") for its entire dues to Life Insurance Corporation of India ("LIC"), which was subsequently approved by LIC subject to execution of necessary documents and receipt of consideration. Considering the said approval, the Company paid the OTS amount on

October 16, 2024. Thereafter, the LIC has issued the No Due Certificate dated October 30, 2024.

Real Estate Operations

• Tiles manufacturing unit at Alibaug

On January 27, 2020, a temporary lockout was declared at the Alibaug tiles manufacturing unit due to non-cooperation and threatening behavior by workmen, to protect the Companys interests and safety.

In the year 2022-23, the Company settled with the Alibaug Union representing 250 workers; 240 accepted a Voluntary Retirement Scheme (VRS) and the Company paid Exgratia and statutory dues to them. Ten workers filed cases against the

Company; During FY 2024-25, seven accepted settlement and the Company paid the settlement amount to them. The case is pending before the Industrial Labour Court, Thane, for remaining three workers and efforts are ongoing for conciliation.

The lockout at the plant continues.

• Plotted Development of Companys Land situated in Alibaug

During the year, the Company obtained members approval at the Extraordinary General Meeting held on March 11, 2025, for undertaking a Plotted Development of the Companys land situated at Alibaug, in collaboration with Total Environment Building Systems Private Limited. As part of this initiative, the Company shall also dispose of the entire Property, Plant, and Equipment (excluding the land) to facilitate the execution of the plotted development project.

The Board of Directors has assessed that this strategic initiative will allow the Company to leverage the development expertise of its partner while optimally utilizing its own resources. The planned development is expected to enhance the Companys asset portfolio and contribute meaningfully to long-term growth and profitability.

• Assignment of leasehold rights

On March 29, 2025, the Company entered into a Deed of Assignment for the transfer of its leasehold rights in Plot No. F-6/3 along with the existing factory building thereon, located at Trans Thane Creek Industrial Area, MIDC, Village Panchpakhadi, Thane, in favour of Manometer (India) LLP (formerly Manometer (India) Private Limited) (the "Assignee"). The consideration for the assignment includes a monetary and a non-monetary component comprising a share in the constructed area in the project proposed to be developed by the Assignee on the said plot.

• Divestment of Wind Energy Business Undertaking

Pursuant to the approval obtained from the shareholders at the Extraordinary General Meeting held on March 11, 2025, the Company has entered into Business Transfer Agreement to sell, assign, transfer, convey, and deliver its Wind Energy Business Undertaking, comprising of six Wind Turbine Generators (WTGs) located in the villages of Chakle and Choupale, Nandurbar, Maharashtra, as a going concern on a slump sale basis to Siva Green Energy India Private Limited.

Following a comprehensive review of its business portfolio, the Board of Directors has concluded that divestment from non-core activities, such as wind energy generation, is in the strategic interest of the Company. This decision will enable the Company to concentrate its resources on core operations, thereby improving operational efficiency and enhancing long-term profitability.

Debt Recovery Tribunal Proceedings

The Honble Debt Recovery Tribunal allowed the Miscellaneous

Application filed by JM Financial Asset Reconstruction Company

Limited ("JMFARC") and passed an order thereby issued recovery certificate for an amount rs 73,54,43,907/- (Rupees Seventy-Three Crores Fifty-Four Lakhs Forty-Three Thousand Nine Hundred and Seven only). The Company had retrieved the order passed by Honble Debt Recovery Tribunal-I at Mumbai from the website of the Debt

Recovery Tribunal. The Company had applied for certified copies of the order.

The Company has consulted with its legal advisors to assess the impact of the said order and to evaluate the options available for filing an appeal or plea before the higher authorities.

Update on acquisition of Shares & contribution in LLP

The Board of Directors at its meeting held on January 27, 2025, had approved the acquisition of up to 100% of the equity share capital of Rejoice Realty Private Limited & Norita Investments Pvt. Ltd. and 25% of the equity share capital of Anand Shree Bombay (Holding) Pvt Ltd. Subsequently, the Company entered into a share purchase agreement (SPA) with Rejoice Realty Private Limited, Norita Investments Pvt. Ltd. and Anand Shree Bombay (Holding) Pvt Ltd. This acquisition is aligned with the Companys object to nurture and substantially expand the real estate business, maximise value creation for all stakeholders and ensure a sustainable, profitable future for the Company.

Further, the Company has also acquired 80% of the interest in Reliant Properties and Realty LLP and subsequently, the Company has entered into Deed of Admission cum Retirement (Deed) and has become a partner in Reliant Properties and Realty LLP.

DETAILS OF WITHDRAWAL OF APPLICATION MADE UNDER

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the FY 2022-23, JM Financial Asset Reconstruction Company Limited (acting in its capacity as trustee of JMFARC-LVB Ceramics

September 2014 - Trust) - Financial Creditor, filed an Application under Section 7 of Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 with Honble National Company Law Tribunal (Honble NCLT) to initiate corporate insolvency resolution process against the Company. The petition was at pre-admission/not admitted stage. As a result of assignment of financial assets of the

Company from JM Financial Asset Reconstruction Company Limited to Authum Investment & Infrastructure Limited, change in the name of the applicant in the NCLT application has been submitted and substitution has been allowed by Honble NCLT. The Company had entered into memorandum of intent of settlement with Authum

Investment & Infrastructure Limited and the same was filed with the Honble National Company Law Tribunal, Mumbai. The Honble National Company Law Tribunal, Mumbai vide order dated September 27, 2024 disposed of the Petition as having been withdrawn along with all the pending I.A. if any.

MATERIAL DEVELOPMENTS

Strengthening Foundations: Authum Investment & Infrastructure Limited Collaboration

In October 2024, the Company initiated a comprehensive financial restructuring with Authum Investment & Infrastructure Limited ("Authum"), a notable NBFC with a strong record in corporate turnarounds. This strategic initiative involved a significant reduction in debt, infusion of fresh equity from third party investors and promoters, and additional financing support, alongside the monetisation of non-core assets to further strengthen liquidity.

Together, these measures have stabilized operations, improved working capital, and rebuilt supplier confidence. The impact has also been reflected in the capital markets, with NITCOs share price rising sharply from about rs26 to rs126 over the past year. Most importantly, the restructuring has de-leveraged the balance sheet and created the financial flexibility to invest in product innovation, market expansion, and operational excellence. With this successful execution, NITCO is now well-positioned to evolve into a growth-oriented and value-driven organisation.

Stakeholder Training & Engagement Programme

In FY 2024–25, NITCO reinforced its commitment to stakeholder development through a robust calendar of training and engagement initiatives. A total of 417 training sessions were conducted across India, covering key stakeholder groups such as architects, dealer sales managers (DSMs), engineers, warehouse teams, new joiners, and masons/contractors.

Among these, 69 sessions were dedicated to warehouse keepers, focusing on efficient inventory management, product handling, and streamlined logistics practices. These sessions played a vital role in improving operational accuracy, reducing material damage, and ensuring faster turnaround across the supply chain.

In parallel, 193 DSM meets, 70 engineer trainings, 57 mason/ contractor meets, 15 architect engagements and 13 induction sessions were organized—each tailored to build product expertise, reinforce brand knowledge, and strengthen relationships at every level of our ecosystem.

This large-scale training initiative not only enhanced technical competencies but also created stronger alignment across sales, service, and support functions. By empowering our stakeholders with knowledge, NITCO continues to build a more agile, informed, and future-ready network.

International Showcase: CERSAIE 2024 & Coverings 2024

NITCO marked a strong presence at CERSAIE 2024, the worlds leading ceramic tile and bathroom furnishings exhibition, held in Bologna, Italy from September 23^rd to September 27^th. With a strategic location, NITCOs booth drew 179 visitors from 67 countries, signaling our growing global footprint and renewed international interest in Indian tile manufacturing.

The highlight of the exhibition was our diverse surface finishes and standout designs, with the 600x1200 mm Black Super High Gloss and Black Beauty High Gloss tiles receiving exceptional attention. Our new launches, including Azul Macaubas, Concord Black, Brezzia Azul, and the Paradise D?cor Collection, resonated strongly with global buyers. Mosaic collections—especially pressed porcelain and marble mosaics—also garnered high interest, particularly from the European market.

Visitors showed strong intent to shift sourcing from European brands to Indian manufacturers, with NITCO emerging as a preferred alternative due to its evolving design sensibility and product quality. There was also considerable interest in larger slab formats (800x3000 mm) and 2 cm outdoor tiles, underscoring global trends.

NITCOs booth stood out for its elegant structure, optimal lighting, and efficient product display layout, allowing visitors a complete view of our range from the entrance itself.

Post-event, the Company initiated extensive follow-ups through thank-you emails, quotation sharing, sample dispatches, and digital outreach. The positive reception at CERSAIE 2024 not only reaffirmed our design direction but also generated a significant pipeline of international leads and potential orders.

NITCO also showcased its global offerings at Coverings 2024, North

Americas premier international tile and stone exhibition. The event provided an excellent platform to connect with key distributors, designers and project developers from the US and Latin American markets. Our curated range of high-gloss surfaces, mosaic collections, and contemporary formats was well-received, further strengthening NITCOs position as a competitive global player in the tile and stone industry.

Strategic Business wins and Market Presence

In FY 2024 25, NITCO made significant strides in reinforcing its leadership in the Indian surface solutions space. A major highlight was securing a rs105 Crores order from Prestige Group in December

2024 for supplying tiles and marble to their projects across cities such as Bengaluru, Hyderabad, Chennai, Cochin, NCR, Mumbai, Pune and Goa. This order later scaled to rs111 Crores, with the total engagement amounting to rs216 Crores—underscoring NITCOs continued trust and partnership with one of Indias foremost real estate developers.

In addition, NITCO secured a landmark order from Hindustan Associates, one of Mumbais largest and most reputed tile dealers.

This marks NITCOs first formal annual agreement under its renewed business model following a successful restructuring and capital-raising phase.

Valued at rs 50 Crores, the agreement includes a committed supply of rs 4 Crores worth of products in Q4 of FY 2024–25, with the balance rs 46 Crores scheduled for execution in FY 2025–26. This structured approach reflects both NITCOs operational confidence and Hindustan Associates trust in the brands premium offerings and delivery capabilities.

Asias most advanced Marble Processing Facility

With over seven decades of heritage in the marble and stone industry, NITCO seamlessly blends craftsmanship with cutting-edge innovation.

As one of the first companies in India to import and install a fully automated marble processing plant, we have set new benchmarks in quality, precision and durability.

Unmatched Processing Capabilities

At the heart of our operations lies a suite of world-class equipment, including Italian BM gang saws, a Breton processing line, and a Breton polishing line—renowned globally for their superior performance. This technology ensures:

• Mirror-like high-gloss finishes;

• Enhanced slab strength and integrity;

• Precision cuts with minimal material wastage.

Total Resin Treatment (TRT) Technology

At the heart of the plant is Total Resin Treatment (TRT), a cutting-edge process that significantly enhances the strength, durability, and finish of natural marble. TRT penetrates deep into the pores of the stone, filling micro-cracks and imperfections, resulting in superior polish, longevity, and resistance to environmental wear.

Tailored, Cut-to-Size Solutions

NITCO offers customized "cut-to-size" solutions that optimize resource usage, accelerate installation, and meet the exacting demands of architects, developers, and interior designers. Our tailored offerings are a key differentiator in both residential and large-scale commercial projects.

Global Sourcing, Curated Selection

We curate premium marble and exotic natural stones from over 25 countries—delivering a vast portfolio ranging from timeless classics to rare, distinctive textures. Every slab tells a story of origin, artistry, and meticulous processing.

A Legacy of Trust and Innovation

Our marble division stands as a symbol of innovation, quality and trust. We continue to elevate the experience of natural stone—transforming spaces into expressions of luxury and timeless elegance.

NITCO Marble. Engineered to Inspire.

CHANGE IN THE NATURE OF BUSINESS

The Company continues to be in the business of ceramic (floor/ wall) tiles, processing of marble, outsourcing of vitrified tiles and development of real estate and hence, there was no change in the nature of business or operations of the Company, which impacted the financial position of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company except as mentioned in the Annual

Report, subsequent to the close of FY 2024-25 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which would impact the going concern status of the Company and its future operations.

Securities and Exchange Board of India ("SEBI") has passed a settlement order dated February 28, 2025 in respect of the settlement application filed by the Company in terms of the SEBI (Settlement

Proceedings) Regulations, 2018, proposing to settle, by neither admitting nor denying the of facts and conclusions of law, alleged non-compliance with the provisions of the prescribed Indian Accounting Standards while assessing impairment and lifetime expected credit losses/provisions of the outstanding loans; alleged misrepresentation/misstatement in the Companys financial statement and non-disclosure of outstanding balances of loans to the related parties under related party disclosures as per the applicable Indian Accounting Standards relating to the FY 2018-19 to FY 2021-22. The Company has paid the settlement amount of rs 49,40,000/- (Rupees Forty-Nine Lakhs Forty Thousand only) on February 21,

2025. There is no material impact on the financial, operation or other activities of the Company pursuant to the Settlement Order.

INTERNAL CONTROL SYSTEMS

(i) Internal Control Systems and their adequacy

The Company has in place adequate internal controls which commensurate with the size of the Company and nature of its business and the same were operating effectively throughout the year. Internal Audit conducted periodically covers all areas of business. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with the operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee or the Board.

(ii) Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls which commensurate with size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and conduct of its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

DIRECTORS RESPONSIBILITY STATEMENT confirm The Directors that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the loss of the Company for that period; c) they 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 and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT OF THE COMPANY

Directors and Key Managerial Personnel I. Board of Directors

As on March 31, 2025, the Company has six directors with an optimum combination of Executive and Non-Executive Directors (including two Women Directors out of which one is a Woman Independent Director). The Board comprises of one

Executive director and five Non-Executive Directors, out of which four are Independent Directors.

The list of Directors at the end of the reporting period is as under:

Name	Designation	Category
Mr. Vivek Prannath Talwar	Chairman &	Executive
(DIN: 00043180)	Managing Director
Ms. Poonam Talwar	Director	Non-Executive
(DIN: 00043300)
Dr. Ajaybir Singh Jasbir	Independent Director	Non-Executive
Singh Bakshi
(DIN: 07038685)
Mr. Harsh Kedia	Independent Director	Non-Executive
(DIN: 09784141)
Mr. Santhosh Kumar Shet	Independent Director	Non-Executive
(DIN: 09784476)
Ms. Priyanka Agarwal	Independent Director	Non-Executive
(DIN: 08089006)

Further, there were no new appointments or resignations during the year. a) Retire by Rotation Mr. Vivek Prannath Talwar (DIN: 00043180) – Chairman

& Managing Director, retires by rotation at the ensuing

Annual General Meeting and being eligible offers himself for re-appointment. The resolution for re-appointment of Mr. Vivek Prannath Talwar (DIN: 00043180), on his retirement by rotation is forming part of the Ordinary Business in the Notice of ensuing AGM. b) Declaration by Independent Directors The Company has received declaration from all the

Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the aforesaid declarations received from Independent Directors, the

Board of Directors confirms that Independent Directors of the Company fulfills the conditions in Section

149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and are Independent of the Management.

The Company has also received declaration from all the Directors and Senior Management of the Company confirming that they have complied with the provisions of the Code of Conduct for Board Members and Senior Management of the Company. c) Performance Evaluation of the Board, its Committees and Individual Directors Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as the performance of the Directors individually. Feedback was sought covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees,

Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

II. Key Managerial Personnels (KMPs)

As on March 31, 2025, the following are the KMPs of the Company:

Mr. Vivek Prannath Talwar (DIN: 00043180), Chairman & Managing Director; Mr. Sitanshu Satapathy, Chief Financial Officer;

Mrs. Geeta Shah, Company Secretary & Compliance

Officer.

Committee Composition

The details of the composition of the Committees, number of the meetings held, attendance of the Committee members at such meetings and other relevant details are provided in the Corporate Governance Report which forms part of the Annual Report.

Recommendations of Committees

During the year under review, there were no instances of non-acceptance of any recommendation of Audit Committee and Nomination and Remuneration Committee of the Company by the Board of Directors.

Remuneration Policy

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for the selection and appointment of Directors, Key Managerial Personnels, Senior Management and their remuneration. This policy along with the criteria for determining the qualification, positive attributes and independence of a director is available on the website of the Company i.e. https://www.nitco.in/corporate/investors/PDFFiles/Nomination-and-Remuneration-Policy-after-amendment.pdf.

MEETINGS OF THE BOARD

Thirteen meetings of the Board of Directors were convened and held during the year. The maximum gap between two meetings was not more than 120 days. The details of meetings of the Board of Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V to the Listing Regulations, a detailed report on Corporate Governance forms part of the Annual Report. A certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate

Governance as stipulated under Regulation 34 of the Listing Regulations is given in a separate statement which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the matters related to the business performance, as stipulated in Regulation 34 of the Listing Regulations, is given in a separate statement which forms part of the Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year under review with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any material contracts / arrangements / transactions with the related party/(ies) of the

Company which may have a potential conflict with the interest of the

Company at large.

The related party transactions are placed before the Audit Committee and Board for approval and are reviewed on a quarterly basis. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length basis.

The Company has entered into few material related party transactions and disclosure of related party transactions as required under Section 134(3)(h) of the Act in FORM AOC-2 for the Financial Year ended March 31, 2025 is provided in Annexure II to this report.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board, is available on the Companys website https://www.nitco.in/corporate/investors/ PDFFiles/Nitco-RPT-Policy-New.pdf?v2. Your Directors draw attention of the members to Note 34 to the standalone financial statements which sets out related party disclosures.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not liable to transfer any amount to Investor Education & Protection Fund (IEPF) account. In accordance with the provisions of Section 124(6) of the Act and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), the Company in earlier years had transferred 95,929 (Ninety-Five Thousand Nine Hundred and Twenty-Nine) Equity Shares of rs 10 each held by 258 shareholders to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years for the Financial Year(s) 2005-06, 2006-07, 2007-08, 2008-09 and 2010-11 were also transferred to IEPF. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules.

All corporate benefits accruing on such shares viz. bonus shares, etc. including dividends shall be credited to IEPF.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the purview of Section 135 of the Act and hence it is not required to contribute to the CSR activities as mandated under the the Act and the Rules made thereunder.

RISK AND CONCERN

The Companys performance is influenced by macroeconomic factors such as GDP growth, inflation, energy costs, interest rates, global trade and exchange rates etc. Any adverse change in the above may affect the business operations of your Company. Your Company periodically reviews the risk associated with the business and takes steps to mitigate and minimize the impact of risks involved.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposit from the public within the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the year ended March 31, 2025.

AUDITORS

Statutory Auditor and Audit Report

M/s. M M Nissim & Co LLP – Chartered Accountants (FRN: 107122W/ W100672), were appointed as Statutory Auditor of the Company by the Members at the 56^th Annual General Meeting (AGM) held on

September 30, 2022 to hold office upto the conclusion of 61^st AGM to be held in the Financial Year 2027-28.

The Board has duly examined the Statutory Auditors Report and clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report. The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments. The Statutory Auditor has issued an unmodified opinion on the financial statements of the Company for the Financial Year ended March 31, 2025.

There were no instances of fraud during the year under review, which were required by the Statutory Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Act and Rules framed thereunder.

Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mihen Halani & Associates (CP No.:12015; FCS:9926), Practicing Company Secretaries, to conduct Secretarial audit for FY 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is provided in Annexure III to this Report.

The Company has also obtained Secretarial Compliance Report for FY 2024-25 from M/s. Mihen Halani & Associates (CP No.:12015; FCS:9926), Practicing Company Secretaries in relation to the compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations.

The Secretarial Audit Report/ Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remarks except the following:

Observations made by the Secretarial Auditor

Management Response

Out of total shareholding of promoter and promoter group, 4242 Equity shares i.e. 0.01% of the total shareholding of promoter category is not in the dematerialized form as required under Regulation 31(2) of SEBI (LODR) Regulations, 2015.

The Company along with its promoters is taking appropriate steps for dematerialization of 4242 equity shares belonging to the promoter and promoters group. Please note that the Promoters entities whose shares are not in demat form were formed decades ago. Further, in one of the cases their senior most member who formed the entity expired and PAN was not available for them. The same resulted in non-conversion of physical shares into demat form.

No instance of fraud has been reported by the Secretarial Auditor.

Internal Auditor

During the FY 2024-25, the Board has appointed M/s. Mehta Singhvi & Associates, Chartered Accountants (FRN: 122217W) for conducting the Internal Audit for Q1 i.e. April 2024 – June 2024 and M/s. S K P A G & Co., Chartered Accountants (FRN: 128940W) for conducting the Internal Audit for Q2 to Q4 (i.e. July 2024 to March 2025).

Cost Auditor

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records, in respect of the marble business, are required to be audited by a qualified

Cost Accountant. The Board of Directors, upon the recommendation of the Audit Committee, had appointed M/s. R. K. Bhandari & Co. (Firm Registration No.: 101435), Cost Accountants, as cost auditor for conducting the audit of cost records of the Company for the applicable segment for the FY 2024-25.

AUDIT COMMITTEE

The Company has in place Audit Committee in terms of the requirements of Section 177 of the Act read with the rules made thereunder and Regulation 18 of the Listing Regulations. The Audit Committee details are given in the Corporate Governance Report forming part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Vigil Mechanism, as envisaged in the provisions of Section 177(9) of the Act, the rules framed thereunder and Regulation 22 of the Listing Regulations, is implemented by the Company through a Whistle Blower Policy to enable the Directors, employees to voice their concerns or observations without fear, or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of Code of Conduct etc. to the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those who are reporting violation(s) is protected and they shall not be subject to any discriminatory practices. The Policy also provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The vigil mechanism/ whistle blower policy is available on the Companys website: https:// www.nitco.in/corporate/investors/PDFFiles/Nitco-Whistle-Blower-Policy.pdf.

During the year under review, the Company has not received any complaint through Vigil Mechanism.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. This has been widely communicated internally and is uploaded on the Companys intranet portal. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

Maternity Benefits

The Company hereby confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the standalone financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is provided in Annexure IV to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company having all the available information for the Financial Year ended March 31, 2025 is hosted on the website of the Company and can be accessed at https://www.nitco.in/corporate/investors/PDFFiles/ Annual-Return-2024-25.pdf.

DIRECTORS FAMILIARISATION PROGRAMME

An appropriate and ongoing training for Directors is a major contributor in maintaining high standards of Corporate Governance in the Company. The management provides such information and training either at the meeting of Board of Directors/Committees or otherwise. The details of the familiarisation programme are provided in the Corporate Governance Report and is also available on the website of the Company at https://www.nitco.in/corporate/investors/

PDFFiles/Familiarisation-Programme-for-Independent-Directors-FY-2023-24.pdf?v1

Familiarisation programme held during FY 2024-25:

			No. of programmes attended		No of hours spent
Sr Subject Matter of the No. Programme	Day/ Date	Time Duration	During the year	Cumulative Till date	During the year	Cumulative Till date
1 Review of Nitcos	Thursday,March 27,	35 Minutes	2024-25	1	2024-25	35 Minutes
Business Operations &	2025
Impact

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V to this Report.

In terms of the provisions of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with second proviso of the rules, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules will be provided on a request made in writing to the Company.

GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following matters/ events as no such matter/ event has taken place during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

3. Issue of Sweat Equity Shares.

4. Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loan from banks or financial institutions are not applicable.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the employees, various Government Authorities, Authum Investment & Infrastructure Limited, Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors look forward to their continued support in future.

For and on behalf of the Board

	Vivek Talwar
	Chairman & Managing Director
	DIN: 00043180
Date: August 11, 2025
Place: Mumbai