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 Auditor's
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 fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's 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 Company's 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 Hon'ble 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 Company's 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
Hon'ble NCLT. The Hon'ble 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 15 th 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
Company's 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 Company's 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 entity's 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 (“UC”) 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 ofRs. 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. (“NWPL”), 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 are subject to confirmations 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.

5. Information Other than the Standalone Financial Statements and Auditor’s Report thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the
information included in the Board's Report including Annexures to Board's Report, Management Discussion and Analysis, Report on
Corporate Governance, but does not include the Standalone Financial Statements and our auditor's 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. Management’s Responsibility for the Standalone Financial Statements

The Company's 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 Company's 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 Company's financial reporting process.

7. Auditor’s 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 auditor's 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 management's 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 Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's 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 auditor's 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 auditor's 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 (Auditor's 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 Company's 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 Auditor's 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 software's 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