Nitin Fire Protection Industries Ltd Directors Report

To

The Members of

Nitin Fire Protection Industries Limited ("the Company or Corporate Debtor")

The Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March 2025:

1. STATUS OF THE COMPANY UNDER LIQUIDATION:

Nitin Fire Protection Industries Limited is a company incorporated under the provisions of Companies Act, 1956 (and validly existing under the provisions of the Companies Act, 2013) having CIN L29193MH1995PLC092323. The Company has its registered office* at 801, C Wing, Neelkanth Business Park, Kirol Road, Kirol Village, Vidyavihar (West), Mumbai 400086, Maharashtra, India.

(*Registered office of the Company has shifted its registered office from 501, Delta, Technology street, Hiranandani Gardens, Powai, Mumbai City, Mumbai, Maharashtra, India, 400076 to 801, C Wing, Neelkanth Business Park, Kirol Road, Kirol Village, Vidyavihar (West), Mumbai 400086, Maharashtra, India on 17.02.2026.)

Pursuant to the issuance of Liquidation order by Honble NCLT, Mumbai Bench dated 18th January, 2022 vide order no. MA No. 2727 /2019 IN C.P.(IB)-1890(MB)/2018 in terms of the provisions of IBC, 2016 against the Company.

In furtherance to the above, please note that the process of sale of the Company as a going concern under Liquidation pursuant to Section 33 of IBC, 2016 had been successfully completed and the "Sale Certificate" dated 03rd October 2024 had been issued. However, we are awaiting for the final liquidation closure order from the Honble National Company Law Tribunal (NCLT).

Further, we had submitted the Order pronounced by the Honble NCLT on 3rd June 2025 through Form INC-28 and initiated the process of updating the Companys status as "ACTIVE" from

"Under CIRP" and the same was approved by the Registrar of Companies, Mumbai and status stands "ACTIVE" as on submission of this application.

2. FINANCIAL POSITION: a. FINANCIAL RESULTS:

The Companys performance for the Financial Year (F.Y.) ended 31st March 2025 as compared to the previous financial year is summarized below:

Standalone Financial Statements Summary:

(Amount in INR Lakhs)

Particulars	31st March, 2025	31st March, 2024
Total Income	1,040.96	683.84
Less: Expenses	924.36	1,328.31
Profit/ (Loss) before tax	116.60	(644.47)
Prior period Expenses	-	-
Less: Provision for tax (Adjustments w.r.t. earlier period)	(176.23)	-
Profit after Tax	292.83	(644.47)
Less: Items that will not be reclassified to profit or loss	-	(41.49)
:- Remeasurement (loss) on defined benefit plans
Net Profit after Tax	292.83	(685.96)

Consolidated Financial Statements Summary: (Amount in INR Lakhs)

Particulars	31st March, 2025	31st March, 2024
Total Income	1,463.79	970.94
Less: Expenses	1,343.52	1,626.20
Profit/ (Loss) before tax	120.27	(655.25)
Prior period Expenses	-	-
Share of Net Profit / (Loss) of Associates	(76.62)	17.03
Less: Provision for tax (Adjustments w.r.t. earlier period)	176.23	(0.34)
Profit after Tax	219.88	(638.57)
Profit for the year	219.88
Less: Items that will not be reclassified to profit or loss
	-	(41.49)
:- Remeasurement (loss) on defined benefit plans
Net Profit after Tax	219.88	(680.06)

b. COMPANY AFFAIRS / BUSINESS REVIEW:

The Company was incorporated on 04th September 1995 and primarily engaged in the business of fire protection.

During the financial year under review, the Company has earned revenue from its operations amounting to INR 2,65,33,507/- and earned profit of INR 29,283,312 /-

The liquidator of the Company is continuously looking for avenues for future growth and hopeful that the Company will perform better in the coming years.

c. OPERATIONS:

The Corporate Debtor is inter alia engaged in the business of manufacturing Fire Fighting Equipment (Gas based and Water based Fire Extinguishers) under the brand name NITIE, providing Turnkey Solutions including Procurements, designing, system integration, commissioning and installation of firefighting systems including Annual Maintenance Contracts (AMC) for fire protection systems.

Subsequent to the Company went under Liquidation and in view of the provisions of Section 20 of the IBC, 2016, the Liquidator is required to manage the affairs & operations of the Company as a going concern.

During the year under review, Liquidator was in charge of the operations or the management of the Corporate Debtor. Further, the erstwhile management and employees associated with the Corporate Debtors at that time have been co-operative and put their utmost efforts to gather the data / documents / information of the Company and providing access to Liquidator into the books of account and other records of the Company for the earlier years including for the period under review i.e. F.Y.2024-25. The accounts for the year ended 31st March 2025 have been prepared on the basis of information / documents made available.

There was no change in the nature of business of the Company during the year under review.

d. DIVIDEND:

The Company was under Liquidation during the year, therefore no dividend was recommended or declared during / for the Financial Year ended March 31, 2025.

e. TRANSFER TO RESERVES:

No amount was transferred to the Reserves during the financial year under review. f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

COMPANIES:

The Company has an investment in its wholly owned subsidiary named Eurotech Cylinders Private Limited ("ECPL"). Further, the Company has an associate Company namely, Worthington Nitin Cylinders Private Limited (WNCPL).

During the year under review, there are no companies, other than referred above, which have become Subsidiary / Associate of the Corporate Debtors nor that the Corporate Debtor became the subsidiary / Associate of other entity.

After due efforts of Liquidator and the erstwhile management of the Company to collect the relevant data of Companys Subsidiary & Associate Companies for the purpose of identifying financial position of the Company including preparation of the financial statements of the Subsidiary & Associate companies for the financial year ended 31st March 2025, the Consolidated Financial statement has been prepared and accordingly, presented in Annexure I with the name ‘Form AOC-1 to this board report.

g. DEPOSITS:

The Company has not accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

h. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in the Ordinary Course of the Business and atArms Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2 is not applicable.

The details of such relatedparty transactions are available in the Note no. 35 to the Standalone financial statements section of this Annual Report.

i. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. for the year ended March 31, 2025, are furnished in ‘Annexure II which forms part of the Boards Report.

j. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

As per Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (notified on September 5, 2016) and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2016 (notified on February 28, 2017) ("IEPF Rules"), all dividends which remain unclaimed and unpaid for a period of seven years from the date they became due for payment were required to be transferred to the Investor Education and Protection Fund established by the Central Government.

No dividend was declared by the Company in the financial year 2016-17. Therefore, the requirement of transfer of Unclaimed and Unpaid Dividend amount to Investor Education and Protection Fund

(‘IEPF) does not arise.

k. COST RECORDS:

During the financial year under review, the Company was not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Despite the Liquidation proceedings initiated against the Company, during which the powers of the management and the Board of Directors were vested in the Liquidator, significant efforts were made to maintain the Companys status as a Going Concern and to keep records updated.

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

During the financial year under review, the Company has not made any loans, guarantees and investments covered under section 186 of the Act. It has also not provided any security under the said section. Further, the disclosure w.r.t. same has also been furnished in Notes No. 4 to Accounts which forms part of the financials of the Company.

m. WEBSITE AND EXTRACT OF ANNUAL RETURN:

The Company has a website; however, not updated till the end of the review period.

n. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company being under Liquidation during the year, the Liquidator has made efforts to maintain the going concern status of the Company and monitoring the activities of existing employees of the company. Further, due steps have been taken to maintain the data as required under applicable laws and to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to the extent possible. Further details are as follow:

Sr.no. Particulars	Details
1. Number of sexual harassment complaints received	NIL
2. Number of sexual harassment complaints disposed of	NIL
3. Number of Sexual Harassment Complaints pending beyond 90 days	NIL

o. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has complied with all the applicable provisions of the Maternity Benefit Act, 1961 to the extent possible.

p. HUMAN RESOURCES:

Following is details of number of employees in Company as on closure for the financial year:

Sr. No.	Category	Number of Employees
1.	Male	30
2.	Female	6
3.	Transgender	0

The Company being under Liquidation during the year, the Liquidator is responsible for running the Company as a Going Concern and therefore, maintaining the said status during the period under review. Except the above and as disclosed elsewhere in this report and / or in the financial statement read with the auditor report and other reports being part of Directors Report for the year ended March 31, 2025, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

r. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the F.Y. ended 31st March 2025.

s. SECRETARIAL STANDARDS COMPLIANCE:

The Company being under Liquidation during the year and the powers and responsibilities of the Board of Directors and other Committees of the Company stand suspended and vested with the Liquidator under the provisions of IBC, 2016. Therefore, compliance with the Secretarial Standards does not arise. However, the meetings of the Committee of Creditors along with the Liquidator are held during the year under review as per Rules / Guidelines provided under IBC, 2016.

t. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

u. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed Vigil Mechanism / Whistle Blower Policy, however the same is not updated till the end of the review period. The Company being under Liquidation, the operations and management of the Company are being monitored and controlled by Liquidator in the best possible capacity within the provisions of IBC. Further, no instance were noticed for any Whistle Blower during the year under review.

v. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company being under Liquidation, the operations and management of the Company are being monitored and controlled by Liquidator in the best possible capacity within the provisions of IBC to maintain the status of the Company as a going concern. Therefore, the report about Management Discussion and Analysis pursuant to Companys performance and future prospects were not provided for the period under review.

a. CORPORATE GOVERNANCE & CERTIFICATE THEREON:

The Company is under Liquidation pursuant to the order issued by NCLT. Hence, the operations and management of the Company are being monitored and controlled by Liquidator in the best possible capacity within the provisions of IBC to maintain the status of the Company as a going concern. As required, the report on Corporate Governance has been prepared and signed by the Director(s) of the Company being part of this Annual Report as Annexure III. The Certificate on Corporate Governance issued by AVS & Associates, Company Secretary, Navi Mumbai, for the financial year ended March 31, 2025 is enclosed in the report as ‘Annexure IV.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Director liable to Retirement by Rotation:

The powers and responsibilities of the Board of Directors including independent directors were suspended due to Liquidation order passed against the Company. Accordingly, provisions about retirement by rotation of directors are not applicable to the Company for the period under review.

b) Board of Directors, Independent Directors and Key Managerial Personnel:

Pursuant to Sale of Corporate Debtor as Going Concern, the ownership, management and control of the Company need to be transferred to the Purchaser. Accordingly, pursuant to the acquisition plan submitted by Silver Stallion Limited in consortium with Vikasa India EIF I Fund and AIG Direct LLC, the successful Bidders & Purchasers of the Company, and pursuant to the directions issued by Honble NCLT vide clause No.42(3(ii)) of the order mentioned in 3rd June 2025 in IA No. 4424 of 2024 in CP(IB) No. 1890/MB/2018, the board of Directors of the Corporate Debtor (the Company) were re-constituted and following individuals were appointed by the liquidator of the Company on 15th December, 2025 as Directors pursuant to the Companies Act, 2013:

S.No.	Name of the Director	Designation	DIN
01.	Mr. Allan Marcelline Lopes	Non-Executive Non- Independent Director	11304400
02.	Mr. Vikas Arunkumar Makharia	Non-Executive Non- Independent Director	01451827
03.	Mr. Kailat Hariharan Vaidyanathan	Non-Executive Non- Independent Director	00077323

Further, all requisite filings and intimations w.r.t. the aforesaid reconstitution of board of directors were made and updated with the concerned Registrar of Companies, Income Tax Authorities, and other applicable Government or Statutory Authorities

Further, as directed by Honble NCLT, Mr. Uliyar Balakrishna Bhat, in the capacity of Liquidator, providing all support and assistance to the Purchasers for the smooth functioning of the Corporate Debtor and to complete the sale as going concern."

c) Declaration by Independent Directors:

The Company was under Liquidation leading to continuance in suspension of powers of the Board of Directors, declarations by the Independent Directors were not received by the Company.

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: a) BOARD MEETINGS:

Due to the supersession of the Board of Directors, no Board Meetings were held during the year under review after Liquidation commencement.

In continuation to the suspension of the powers of the Board of Directors of the Company, the various Committees formed under the Companies Act and other applicable laws were discontinued and therefore, no committee meetings were held during the period under review.

b) COMMITTEE OF CREDITORS MEETINGS:

The Committee of Creditors (COC) of the Corporate Debtor was duly constituted under Section 21 of the IBC read with Regulation 17 of the CIRP Regulations. Further, the meetings of COC were duly convened and held as per provisions of Regulation 18 of the CIRP Regulations.

c) RISK MANAGEMENT POLICY:

The Company doesnt have an updated Risk Management Policy for the year under review. However, the Company being under Liquidation, the risks identification and mitigation, framework & strategies are being monitored and controlled in the best possible capacity by a Liquidator within the provisions of IBC and other applicable regulations.

5. AUDITORS AND REPORTS: a. APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Tolia & Associates, Chartered Accountants, (FRN: 111017W) the Statutory Auditors of the Company have been appointed to conduct statutory audit for the financial year 2024-25. The Company has received eligibility certificate from the Statutory Auditor certifying that they continue to be eligible to be the Statutory Auditor of the Company for the financial year 2025-26.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Liquidator appointed M/S AVS & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for the financial year 2024-25 is annexed with this report as "Annexure V"

On the basis of available data, records and details, the Secretarial Auditors report for the financial year ended March 31, 2025, contains various observations and qualifications. These remarks are self-explanatory, and as such, no further explanation or comments from the Director(s) are warranted under Section 134(3) of the Companies Act, 2013.

d. INTERNAL AUDIT:

Being under Liquidation, the Company has not appointed any Internal Auditor for the financial year ended 31st March 2025.

6. NOMINATION AND REMUNERATION POLICY:

Considering the Company had been under Liquidation proceedings and suspension of the board of directors since then, the requirements of formulation of the Nomination & Remuneration Policy and criteria of remuneration to board of directors and senior management is not applicable to the Company during the period under review.

7. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

The powers and responsibilities of the Board of Directors including the Committee of the Board were suspended by virtue of the company being under Liquidation and the same vested with the Liquidator under the provisions of IBC. In view of the above, evaluation of the performance of Directors, Board or the Committees could not be carried out and no separate meeting of Independent Directors could be held.

8. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

In F.Y. 2018-19, CIRP of the Company commenced under the terms of Chapter II of the Insolvency and Bankruptcy Code, 2016 (IBC) vide the order (C.P.(IB) 1890/I&BP/MB/2018) dated 22nd October, 2018 ("CIRP Commencement date") passed by Honble National Company Law Tribunal, Mumbai bench ("NCLT") and NCLT appointed Mr. Uliyar Balakrishna Bhat (Registration No.: IBBI/IPA-001/IP-P00658/2017-18/11107) as Interim Resolution Professional ("IRP") of the Company.

Subsequently, Committee of Creditors (CoC) in its meeting held on 20th November, 2018, passed the resolution for appointment of Mr. Uliyar Balakrishna Bhat as the Resolution Professional.

Thereafter Liquidation order was passed against the Company vide NCLT order in MA No. 2727 /2019 IN C.P.(IB)-1890(MB)/2018 dated 18th January, 2022 in terms of the provisions of Insolvency and Bankruptcy Code, 2016 (‘IBC) and the regulations framed thereunder.

Pursuant to the aforesaid orders and the provisions of IBC, the powers of the Board of Directors have been suspended and such powers are vested with Mr. Uliyar Balakrishna Bhat in the capacity of a Liquidator.

In addition to the above, BSE Limited had issued notice dated 09th February, 2022 suspending the trading in equity shares of the company with effect from 11th February, 2022. Further, National Stock Exchange of India Limited, has also communicated to the Company about suspension in trading of equity shares of the Company with effect from same date.

It is hereby informed that the Liquidator has successfully completed the process of sale of Nitin Fire Protections Industries Limited (the Company) as a going concern under Liquidation pursuant to Section 33 of IBC, 2016 and has issued the "Sale Certificate" dated 03rd October 2024. However, we are awaiting for the final liquidation closure order from the Honble NCLT.

Further, Company had submitted the Order pronounced by the Honble NCLT on 3rd June 2025 through Form INC-28 and initiated the process of updating the Companys status as "ACTIVE" from "Under CIRP" and the same was approved by the Registrar of Companies and status stands "ACTIVE" as on submission of this application.

b. DIRECTORS RESPONSIBILITY STATEMENT:

The powers of the Board of Directors were suspended by the virtue of the company being under the Liquidation process. Hence, no directors responsibility statement is declared in this report for the year under review.

c. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and therefore no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review. Therefore, no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review. Therefore, no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT,2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

g. HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION:

Pursuant to the initiation of CIRP and later on into the process of Liquidation, the powers of the Board of Directors were suspended. In the absence of Top-Level Management, including Managerial Personnel, no managerial remuneration was payable to any directors or managerial personnel during the year under review. While a few employees continued to remain associated with the Company post-initiation of the Liquidation process, the absence of managerial remuneration eliminated the requirement for disclosures under Section 197 of the Companies Act, 2013, and the rules made thereunder. Consequently, particulars of remuneration to Directors and employees, as well as the ratio of remuneration of each director to the median employees remuneration, were not provided in this report.

9. ACKNOWLEDGEMENTS:

Liquidator takes this opportunity to thank the continuing employees post this CIRP process and the subsequent Liquidation order, the members of the Committee of Creditors and other professionals for their consistent support to run the Company as a Going Concern during the process of CIRP and also post passing of the Liquidation order.

For and on behalf of the Board of
Nitin Fire Protection Industries Limited
Sd/-
Uliyar Balakrishna Bhat
Liquidator in the matter of
Nitin Fire Protection Industries Limited
(Registration No.: IBBI/IPA-001/IP-P00658/2017-18/11107)
Communication Address
A-005, Ground Floor, Western Edge II, Off Western Express Highway,
Borivali (East), Mumbai - 400 066
Email: liquidation.nfpil@gmail.com
Date: 18/03/2026
Place: Mumbai
For and on behalf of the Board of
Nitin Fire Protection Industries Limited
Sd/-	Sd/-
Allan Lopes	Kailat Vaidyanathan
Director	Director
DIN: 11304400	DIN: 00077323
Address: C/o. C-801, Neelkanth Business Park,	Address: C/o. C-801, Neelkanth Business
Park,
Kirol, Vidyavihar (West) 400086,	Kirol, Vidyavihar (West) 400086,
Mumbai, Maharashtra, India	Mumbai, Maharashtra, India
Date: 18/03/2026
Place: Mumbai