Nitco Ltd

Dear Member,

Your Directors are pleased to present the 58^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 31,2024.

FINANCIAL SUMMARY

The financial performance of your Company for the Financial Year ended March 31,2024 is summarized below:

REVIEW OF OPERATION

During FY 2023-24, your Company was able to achieve consolidated revenue of Rs. 330.08 Crores. The revenue decreased by Rs. 58.16 Crores over last year. The Company is enjoying strong brand equity in the market. Consolidated Profit/(loss) before interest, depreciation and taxes was Rs. (38.01) Crores in FY 2023-24.

share capital and non-convertible debentures

During the year under review, there is no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

As on March 31, 2024, the Authorised Share Capital of the Company is Rs. 2,300,000,000/- divided into 80,000,000 Equity Shares of Rs. 10/- each and 150,000,000 Preference Shares of Rs. 10/- each.

Issued, Subscribed and Paid-up Share Capital of the Company as on March 31,2024 is Rs. 2,218,589,550/- divided into 71,858,955 Equity Shares of Rs. 10/- each and 150,000,000 Preference Shares of Rs. 10/- each.

As a part of restructuring, during the Financial Year 2018-19, the Company had issued and alloted 500 unlisted, secured, redeemable, non-convertible debentures of the face value of Rs. 10,00,000/- each aggregating to Rs. 50,00,00,000/- on private placement basis to JM Financial Asset Restructuring Company Limited.

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 ("Options"), in one or more tranches, not exceeding 12,00,000 equity shares of face value of Rs. 10 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) Regulations, 2014 or SEBI (Share Based Employee Benefits and Sweat Equity Shares) Regulations, 2021 ("the Regulations"). The Disclosure pertaining to ESOPs required to be made under the Companies Act, 2013 ("the Act") and the rules made thereunder and the Regulations is provided on the website of the Company at https://www.nitco.in/corporate/investors/esop.

TRANSFER To RESERVES

The Company has not transferred any amount to reserves for the Financial Year ended March 31,2024.

borrowing

JM Financial Asset Reconstruction Company Limited ("JMFARC") acquired 98% of the Company's debt from its lenders and sanctioned debt restructuring effective from the Cut-Off date February 28, 2018. Interest on restructured loans has been provided in the books as per the Restructuring agreement with JMFARC.

The Company is negotiating with Life Insurance Corporation ("LIC") for restructuring of its facility (principal outstanding Rs. 18.87 Crores) on terms similar to the restructuring done by JMFARC. Pending negotiations with LIC, no further adjustments in respect of the LIC facility have been made.

There was a default in repayment of term loan installments fallen due and payment of interest together aggregating Rs. 762.83 Crores as on March 31, 2024.

DIVESTMENT IN JOINT VENTURE COMPANY

The Company is in the process of selling the entire stake in Mactile India Private Limited (MIPL) [formerly known as New Vardhman Vitrified Pvt. Ltd. (NVVPL)]. The Company has received the advance consideration amount towards the said divestment, however, the transfer of shares of MIPL could not be completed due to the non-receipt of no objection certificate from one of the lenders of the Company. As on March 31, 2024, the shareholding of the Company in Mactile India Private Limited (MIPL) [formerly known as New Vardhman Vitrified Pvt. Ltd. (NVVPL)] is 49%, however, the Company has no influence over MIPL or its KMPs nor it controls the composition of its board.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

In accordance with the Act and Accounting Standard (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, there was no change in subsdiaries, Associates and/or Joint Venture of the Company.

credit rating

The last credit rating issued to the Company by CARE Limited was on October 1, 2012. However, the credit rating is under suspension at present as the Company was under Corporate Debt Restructuring.

DIVIDEND

The Board does not recommend any dividend for the Financial Year ended March 31, 2024.

Assignment of Debt

After the closure of the Financial Year 2023-24, JM Financial Asset Reconstruction Company Limited ("JMFARC"), through its letter dated April 20, 2024, intimated the Company w.r.t. assignment of all financial assets of the Company together with all underlying rights, titles, interests, securities, guarantees etc. thereof in favour of Authum Investment & Infrastructure Limited ("Authum"). Such assignment was a result of an assignment agreement dated April 20, 2024 executed between JMFARC and Authum.

Consequently, Authum Investment & Infrastructure Limited has become the leading lender of the Company. The Company is in the process of negotiating with Authum for restructuring its facilities.

Debt Recovery Tribunal Proceedings

The Company had received an email on January 9, 2023 from Applicant JM Financial Asset Restructuring Company Limited (acting in its capacity as trustee of JMFARC-Corporation Bank Ceramics September 2015-Trust) w.r.t. filing of Miscellaneous Application (MA) under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 to initiate recovery proceedings. By way of the aforesaid MA, the Applicant is praying issuance of Recovery Certificate of Rs.7,354.43 Lakhs due as on June 29, 2015 along with interest 3 14.45 per cent per annum compounded with monthly rests. The aforesaid application was numbered as Misc. Application No. 4 of 2023. The Hon'ble Debt Recovery Tribunal - I, Mumbai, after hearing both the sides, finally reserved the Order on November 3, 2023 against the Company. On January 9, 2024 the Hon'ble Debt Recovery Tribunal-1 uploaded the Order allowing the Miscellaneous Application and issued Recovery Certificate to the tune of Rs. 7,354.43 Lakhs and stated this would be reduced by Rs. 215.61 Lakhs which has already been deposited by the Company.

For future course of action, the Company understands from its legal counsels that the Remedy to file Appeal in Debt Recovery Appellate Tribunal shall be preferred within reasonable time which triggers once the certified true copy of the order is received by the Company from the Court. The Company through its Advocate has applied for certified true copy of the aforesaid DRT Order on January 4, 2024. The Company has yet not received the certified true copy of the said Order. The Company as Appellant is contemplating and exploring all other legal options to stay the aforesaid DRT Order.

Lockout at Tiles manufacturing unit at Alibaug

On January 27, 2020 lockout has been declared at the tiles manufacturing unit at Alibaug for a temporary period. The lockout was necessitated due to non-cooperation, coercive and threatening tactics by workmen at the factory premises and with a view to safeguard the interest of the organisation, the safety and security of the personnel and the property of the Company.

In the year 2022-23, the Company had reached a settlement with the Alibaug Union representing the 250 workmen of the plant, out of which 240 workers had accepted the agreement. Under the terms of the agreement, the workers had been offered a Voluntary Retirement Scheme (VRS) and an Exgratia amount in addition to their statutory dues that were already paid by the Company. 10 workers who had not accepted the settlement filed a case against the Management of the Company and the matter is still pending before the Industrial Labour Court, Thane. The Lockout at the Alibaug Plant still continues.

Forensic Audit

The lenders i.e. JM Financial Asset Restructuring Company Limited (JMFARC) as a part of process had initiated the Forensic Audit in the account of Nitco Limited. The Company had received the Forensic Audit Report from JMFARC to provide its response to the observation given by the auditor in the report and it had been duly replied.

First International Experiential Centre Launched in Nepal

The launch of NITCO's first international experience centre in Nepal marks a significant milestone in the region's design and architectural landscape. As a premier destination for high-quality tiles and interior solutions, NITCO Le Studio brings a blend of innovative design, superior craftsmanship, and premium materials to the Nepalese market. The grand opening event showcased an impressive array of products that cater to both modern and traditional aesthetic sensibilities, highlighting NITCO's commitment to excellence and customer satisfaction. This expansion not only strengthens NITCO's presence in South Asia but also provides architects, designers, and homeowners in Nepal with access to world-class design solutions, fostering a new era of sophisticated and stylish interiors in the country.

Dealer's Salesmen Meet

43 Dealer Salesmen Meets were organized to train the sales staff of our dealers on our extensive product range. These meetings aimed to equip them with the essential knowledge and skills to effectively promote and sell our products to the customers.

Engineers Meet

To highlight the technical superiority and design excellence of our brand and products, we conducted 37 Engineers Meets. These meetings provided a platform for our technical experts to showcase the unique features and advantages of our products to engineers, fostering a deeper understanding and appreciation of our offerings.

Mason & Contractor Meetings

We held 54 meetings with masons and contractors to educate them about our products, brand and market leadership. These interactions also provided a valuable forum for gathering their opinions and suggestions, which were then shared with our research and development team for consideration.

Cersaie Italy 2023

In September 2023, NITCO Limited had the privilege ofparticipating in the prestigious international trade fair and exhibition, Cersaie, held in Bologna, Italy. As a leading manufacturer in the ceramic and porcelain tile industry, NITCO showcased its exotic range of tiles, attracting significant attention and generating numerous inquiries from overseas visitors. The captivating display and innovative product offerings highlighted NITCO's commitment to design excellence and innovation. NITCO's participation in Cersaie further solidified its position as a key player in the global ceramic tile market, demonstrating the Company's dedication in delivering high-quality products that inspire and captivate customers worldwide.

Warehouse Keeper's Training

A noteworthy initiative that sets us apart in the industry is our extensive Warehouse Training Program. We conducted 179 training sessions in collaboration with our technical specialists, focusing on the best practices in logistics and product handling. This comprehensive training aimed to optimize inventory management, reduce costs, and improve overall efficiency. The technical training

initiatives undertaken by the NITCO team during the Financial Year 2023-2024 reflects our dedication to empowering stakeholders with the knowledge and skills necessary to excel in their roles. These efforts have not only enhanced product understanding but also strengthened relationship with sales staff, engineers, dealers, masons and contractors, reinforcing our position as a market leader.

changes in the nature of business

The Company continue in the business of manufacturing ceramic (floor/wall) tiles, processing of marble, outsourcing of vitrified tiles and development of real estates 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.

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 Financial Year 2023-24 till the date of this Report.

DETAILS oF APPLICATioN MADE oR ANY PRoCEEDING PENDING UNDER THE INSoLVENCY AND BANKRUPTCY CoDE, 2016

During the Financial Year 2022-23, JM Financial Asset Restructuring 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 National Company Law Tribunal (Hon'ble NCLT) to initiate corporate insolvency resolution process against the Company. The petition is 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 and Infrastructure Limited, change in the name of the applicant in the NCLT application has been submitted and substitution has been allowed by the Hon'ble NCLT.

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.

(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 of 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 the timely preparation of reliable financial information.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, 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 31,2024 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 this 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.

Directors and Key Managerial Personnel

As on March 31, 2024, the Company has six directors with an optimum combination of Executive and Non-Executive Directors including two Women Directors out of which one is Woman Independent Director. The Board comprises of five Non-Executive Directors, out of which four are Independent Directors.

a) Appointments during the Year

• Mr. Sitanshu Satapathy was appointed as Chief Financial Officer & Key Managerial Personnel of the Company with effect from August 12, 2023.

b) Resignations during the Year

• Mr. Anjanikumar Sharma resigned as Chief Financial Officer & Key Managerial Personnel of the Company with effect from the closure of business hours of April 3, 2023. However, he remained available to the Company during the transition period till May 25, 2023.

The Board places on record its sincere appreciation for the valuable contribution made by Mr. Anjanikumar Sharma during his association with the Company as KMP of the Company.

c) Retire by Rotation

Ms. Poonam Talwar (DIN: 00043300) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The resolution for reappointment of Ms. Poonam Talwar, on her retirement by rotation is forming part of the Ordinary Business in the Notice of ensuing AGM.

d) Declaration by Independent Directors

The Company has received declarations 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 declarations 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.

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.

Key Managerial Personnel (KMP)

As on March 31,2024, following are the KMPs of the Company:

> Mr. Vivek Talwar, Chairman & Managing Director;

> Mr. Sitanshu Satapathy, Chief Financial Officer;

> Mrs. Geeta Shah, Company Secretary & Compliance Officer.

Meetings of the Board

Six 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.

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 the part of the Annual Report.

Recommendations of Committee

During the year under review, there were no instances of nonacceptance 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 Personnel, 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/nitco-policy.

CORPORATE GOVERNANCE

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 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 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.

There are no material related party transactions and hence disclosure of related party transactions as required under Section 134(3)(h) of the Act in FORM AOC-2 is not applicable for the Financial Year ended March 31, 2024.

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://nitco.in/corporate/ investors/nitco-policy. 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 (IEPF)

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) ofthe Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the Company in previous years had transferred 95,929 equity shares of Rs. 10 each held by 258 shareholders to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from 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

Changes in macro economic factors like GDP growth, inflation, energy cost, interest rate, world trade, exchange rate, etc. play an important role in our industry thereby affecting the operations of business. Any adverse change in the above may affect the performance 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 Section 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the year ended March 31,2024.

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 the 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 a qualified Audit Report for the Financial Year ended March 31, 2024.

As regards the Auditors' qualified opinion, the Company is continuing its efforts to negotiate with LIC for one time settlement/

restructuring of its facility on similar terms to restructuring done by JMFARC on January 23, 2018. Pending negotiations with LIC, no further adjustments is not made in the books. Further, the Company is in the process to initiate its negotiation with Authum Investment & Infrastructure Limited for the restructuring/ extension of restructuring of its facilities. Pending negotiations, no further adjustment is made in the books.

There was no instance of fraud during the year under review, which was 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 Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith marked as Annexure II to this Report.

The Company has also obtained Secretarial Compliance Report for FY 2023-24 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.

Cost Audit

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 Financial Year 202324.

AUDIT COMMITTEE

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Vigil Mechanism, as envisaged in the provisions of sub-section (9) of Section 177 of the Act, the rules framed thereunder and Regulation 22 of the Listing Regulations, is implemented by the Company through a Whistle Blower Policy to enable the Directors, its 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 Policy on vigil mechanism and whistle blower policy is available on the Company's website https://www.nitco.in/corporate/investors/ nitco-policy.

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.

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 statement.

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 annexed herewith as Annexure III.

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, 2024 is hosted on the website of the Company and can be accessed at https://www.nitco.in/corporate/inves tors/ PDFFiles/Annual-Return-2023-24.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/nitco-policy.

Number of familiarisation programmes held during Financial Year 2023-24:

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 as Annexure - IV.

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, Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors look forward to their continued support in future.