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:

(' in Crores)

REVIEW OF OPERATIONS

During FY 2024-25, your Company was able to achieve consolidated
revenue of ' 327.74 Crores. The revenue decreased by ' 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
' (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
' 10/- (Rupees Ten only) each, at ' 92.25/- (Rupees Ninety-Two
and Paise Twenty-Five only) including a premium of ' 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 ' 10/- (Rupees Ten only) each], at
' 92.25/- (Rupees Ninety-Two and Paise Twenty-Five only)
including a premium of ' 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 ' 10/- (Rupees Ten only) each,
at ' 92.25/- (Rupees Ninety-Two and Paise Twenty-Five only)
including a premium of ' 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 Company's 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 ' 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 ' 10/- (Rupees Ten only) each
and 15,00,00,000 (Fifteen Crores) Preference Shares of ' 10/- (Rupees
Ten only) each.

As on March 31, 2025, the Authorised Share Capital of the Company
is ' 5,00,00,00,000/- (Rupees Five Hundred Crores only) divided into
35,00,00,000 (Thirty-Five Crores) Equity Shares of ' 10/- (Rupees Ten
only) each and 15,00,00,000 (Fifteen Crores) Preference Shares of
' 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 ' 10,00,000/- (Rupees Ten Lakhs only) each aggregating to
' 50,00,00,000/- (Rupees Fifty Crores only) on a private placement
basis to JM Financial Asset Reconstruction Company Limited
("|MFARC”). 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 ' 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 ' 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. 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 Company's 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 ' 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, MIPL's 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 LIC's 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 Company's/Subsidiary's Registered Office
and/or Corporate Office.

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

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 '10 (Rupees Ten Only) each at '92.25/- (Rupees
Ninety-Two and Paise Twenty-Five only) per share [including a
premium of '82.25/- (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 ' 10/- (Rupees Ten only) each
within 18 months from the allotment date, at an issue price of
' 92.25/- (Rupees Ninety-Two and Paise Twenty-Five only) per warrant
[including a premium of ' 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 '10,37,81,25,000 (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 Company's
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 Company’s 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 Company's 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 Company's
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 Hon'ble 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 ' 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 Hon'ble
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 Company's 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 Hon'ble National Company Law Tribunal
(Hon'ble 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 Hon'ble NCLT. The Company had
entered into memorandum of intent of settlement with Authum
Investment & Infrastructure Limited and the same was filed with
the Hon'ble National Company Law Tribunal, Mumbai. The Hon'ble
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 NITCO's share price rising
sharply from about '26 to '126 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 world's leading
ceramic tile and bathroom furnishings exhibition, held in Bologna,
Italy from September 23^rd to September 27^th. With a strategic location,
NITCO's 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 Decor 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.

NITCO's 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
America's 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
NITCO's 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 '105 Crores order from Prestige Group in December
2024 for supplying tiles and marble to their flagship projects across
cities such as Bengaluru, Hyderabad, Chennai, Cochin, NCR, Mumbai,
Pune and Goa. This order later scaled to '111 Crores, with the total
engagement amounting to '216 Crores—underscoring NITCO's
continued trust and partnership with one of India's foremost real
estate developers.

In addition, NITCO secured a landmark order from Hindustan
Associates, one of Mumbai's largest and most reputed tile dealers.
This marks NITCO's first formal annual agreement under its renewed
business model following a successful restructuring and capital-raising
phase.

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

Asia’s 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.

NTTCO MarBCe. 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 findings 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 Company's 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 ' 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 efficient 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

The Directors confirm 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:

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 specified 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 Board's 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-Policv-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 arm's 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 arm's 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 Company's website https://www.nitco.in/corporate/investors/
PDFFiles/Nitco-RPT-Policv-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 ' 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 Company's 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 Auditor's 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 Auditor's 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:

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 ot
India.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Vigil Mechanism, as envisaged in the provisions oF Section 177(9)
oFthe Act, the rules Framed thereunder and Regulation 22 oFthe 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 Company's 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
Company's 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.

DIRECTOR’S 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:

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