Your Directors are pleased to present 60^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 31,2026.

FINANCIAL SUMMARY

The financial performance of your Company for the Financial Year ended March 31,2026 is summarized below:

REVIEW OF OPERATIONS

During Financial Year 2025-26, your Company was able to achieve
consolidated revenue of Rs. 553.88 Crores. The revenue is increased
by Rs. 226.14 Crores over the last year. The Company is enjoying
strong brand equity in the market. Consolidated Profit before
interest, depreciation and taxes was Rs. 36.85 Crores.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES

During the Financial Year, the Company has allotted:

• 2,88,150 (Two-Lakhs Eighty-Eight Thousand one hundred
and fifty) Equity shares at an exercise price of Rs. 25 (including
premium of Rs. 15) and 1,06,000 (One Lakh and Six thousand)
Equity shares at an exercise price of Rs. 39.55 (including
premium of Rs. 29.55) under NITCO Employee Stock Option
Plan, 2019 to eligible employees of the Company.

• 1,14,00,000 (One crore Fourteen Lakhs) Equity Shares of the
Company of face value of Rs. 10 each pursuant to exercise
of share warrants at an exercise price of Rs. 92.25 (including
a premium of Rs. 82.25) to Promoter of the Company on a
Preferential basis.

This increased the Company's paid-up equity share capital from
22,87,21,955 (Twenty-Two Crores Eighty-Seven Lakhs Twenty-One
Thousand Nine Hundred and Fifty-Five) Equity Shares of face value of
Rs. 10 each to 24,05,16,105 (Twenty-Four Crores Five Lakhs Sixteen
Thousand One Hundred and Five) Equity Shares of face value of
Rs. 10 each with 1,17,94,150 (One Crore Seventeen lakhs Ninety-
Four Thousand One Hundred and Fifty) additional Equity Shares
being issued during the financial year. 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 31,2026 was Rs. 390,51,61,050 (Rupees Three Hundred and
Ninety Crores Fifty One Lakhs Sixty-One Thousand and Fifty only)

divided into 24,05,16,105 (Twenty-Four Crores Five Lakhs Sixteen
Thousand One Hundred and Five) Equity Shares of face value of Rs.
10 each and 15,00,00,000 (Fifteen Crores) Preference Shares of face
value of Rs. 10 each.

After the end of Financial Year 2025-26, the Company has alloted
the following equity shares:

• 1,20,10,000 (One Crore Twenty Lakhs and Ten Thousand)
Equity Shares of the Company of face value of Rs. 10 each
pursuant to exercise of share warrants at an exercise price of
Rs. 92.25 (including a premium of Rs. 82.25) to Promoter of
the Company on a Preferential basis;

• 50,000 (Fifty thousand) Equity shares of the Company of face
value of Rs. 10 each at an exercise price of Rs. 39.55 (including
premium of Rs. 29.55) under NITCO Employee Stock Option
Plan, 2019 to eligible employee of the Company.

Accordingly, pursuant to the above allotments, the paid-up share
capital of the Company increased from Rs. 390,51,61,050 (Rupees
Three Hundred and Ninety Crores Fifty One Lakhs Sixty-One
Thousand and Fifty only) divided into 24,05,16,105 (Twenty-Four
Crores Five Lakhs Sixteen Thousand One Hundred and Five) Equity
Shares of face value of Rs. 10 each and 15,00,00,000 (Fifteen Crores)
Preference Shares of face value of Rs. 10 each to Rs. 402,57,61,050
(Rupees Four Hundred Two Crore Fifty-Seven Lakhs Sixty-One
Thousand Fifty only) divided into 25,25,76,105 (Twenty-Five Crores
Twenty Five Lakhs Seventy Six Thousand One hundred and Five)
Equity Shares of face value of Rs. 10 each and 15,00,00,000 (Fifteen
Crores) Preference Shares of face value of Rs. 10 each.

As on March 31,2026, the Authorised Share Capital of the Company
was Rs. 5,00,00,00,000 (Rupees Five Hundred Crores only) divided
into 35,00,00,000 (Thirty-Five Crores) Equity Shares of face value of
Rs. 10 each and 15,00,00,000 (Fifteen Crores) Preference Shares of
face value of Rs. 10 each.

During the Financial Year 2017-18, the Company had issued
and alloted 500, unlisted, secured, redeemable, non-convertible
debentures of face value of Rs. 10,00,000 (Rupees Ten Lakhs only)
each aggregating to Rs. 50,00,00,000 (Rupees Fifty Crores only)
on private placement basis to JM Financial Asset Reconstruction
Company Limited ("JMFARC”). During the Financial Year 2024-25,
JMFARC had assigned the financial assets of the Company together
with all underlying rights, titles, interests, securities, guarantees etc.
thereof in favour of Authum Investment & Infrastructure Limited
("Authum”). Accordingly, 500, unlisted, secured, redeemable, non¬
convertible debentures of face value of Rs. 10,00,000 (Rupees Ten
Lakhs Only) each aggregating to ' 50,00,00,000 (Rupees Fifty Crores
only) are currently being held by Authum.

Except as mentioned above, the Company has not issued any other
shares or instruments convertible into Equity Shares of the Company
or shares having 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 was introduced to create,
grant, offer, issue and allot such number of Stock Options convertible
into Equity Shares of the Company in one or more tranches, not
exceeding 12,00,000 (Twelve Lakh) Equity Shares of face value of
Rs. 10 each.

During the Financial Year 2025-26, the Company has allotted
3,38,150 (Three Lakh-Thirty-Eight Thousand One Hundred and Fifty)
and 56,000 (Fifty-Six Thousand) Equity Shares to eligible employees
of the Company pursuant to ESOP - 2019 on September 02, 2025
and October 31,2025 respectively.

After the end of Financial Year 2025-26, the Company has allotted
50,000 (Fifty Thousand) Equity Shares to eligible employee of the
Company pursuant to ESOP - 2019, on July 06, 2026.

Except the above, 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 ("SBEB & SE
Regulations”).

The statutory disclosures and a certificate from Secretarial Auditors,
confirming implementation of the Scheme, in accordance with 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 Reserve for the
Financial Year ended on March 31,2026.

BORROWINGS

Except for the details given in note no. 17 of the financial statement
of the Company there was no major changes in the borrowings or
debt structure of the Company.

There was no default in repayment of loans as on March 31,2026.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

In accordance with the Act and Indian Accounting Standard - 110
(IND AS -110) 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 Financial Year, there was no change in Subsidiaries,
Associates and /or Joint Venture of the Company.

CREDIT RATING

During the Financial Year, the Company obtained a credit rating from
Infomerics Valuation and Rating Limited (Infomerics), credit rating
agency which vide letter dated September 06, 2025 has assigned its
ratings on the facilities of the Company as follows:

The credit rating assigned by the rating agency reflects the Company's
current financial and operational position. The Management
is committed to strengthening the Company's financial health
through sustained operational improvements, prudent financial
management, and continued engagement with all stakeholders.

DIVIDEND

The Board does not recommend any dividend for the Financial Year
ended March 31, 2026.

CORPORATE HIGHLIGHTS

Allotment of Equity Shares under ESOP Plan - 2019

During the Financial Year 2025-26, the Company has allotted
3,94,150 Equity Shares of the Company of face value of Rs. 10 each,
out of which 2,88,150 Equity shares were allotted at an excercise
price of Rs. 25 (including premium of Rs. 15) and 1,06,000 Equity
Shares were allotted at an excercise price of Rs. 39.55 (including
premium of Rs. 29.55) under NITCO Employee Stock Option Plan,
2019 to eligible employees of the company.

Allotment of Equity Shares under Preferential allotment

The Company, pursuant to the approval of its members obtained
on November 15, 2024, and the approval of the Board of Directors
obtained on January 27, 2025, had allotted 2,34,10,000 (Two Crores
Thirty-Four Lakhs Ten Thousand) convertible warrants to a Promoter
on a preferential basis. During the Financial Year 2025-26, the
Company allotted 1,14,00,000 (One Crore Fourteen Lakhs) Equity
Shares of face value of Rs. 10 each to Promoter upon conversion of
warrants at a price ofRs. 92.25 per Equity Share, including a premium
of Rs. 82.25 per Equity Share, on March 23, 2026.

Further, after the end of the Financial Year 2025-26, the Company
allotted balance 1,20,10,000 (One Crore Twenty Lakhs Ten
Thousand) Equity Shares of face value of Rs. 10 each to the Promoter

upon conversion of warrants at a price of Rs. 92.25 per Equity Share,

including a premium of Rs. 82.25 per Equity Share, on July 23, 2026

& July 24, 2026.

Real Estate Operations

• Monetization of Company’s immovable property situated at
Kanjurmarg, Mumbai

The Members of the Company by way of Special Resolution
passed through Postal Ballot on July 17, 2024, had approved
monetization of Company's immovable property i.e. land
parcel bearing C.T.S. No. 657D corresponding to Old Survey No.
275 and admeasuring 16,257.5 square meters or thereabouts,
situated at Village Kanjur, Taluka Mulund, District Mumbai
("the land”) to M/s. Runwal Construction Private Limited
("Runwal”) for a monetary consideration of Rs. 232 Crores
along with non-monetary consideration in the form of office
space in the project proposed to be developed by Runwal on
the said land. Subsequently, it was proposed that the project
originally contemplated to be developed by Runwal would
instead be undertaken by M/s. R Siddhatva Developers Private
Limited, a step-down subsidiary of Runwal. Accordingly, the
Company engaged in discussions and re-negotiations with
M/s. R Siddhatva Developers Private Limited and agreed for
a monetary consideration of Rs. 143 Crores along with non¬
monetary consideration in the form of increased office space
in the proposed project. The revised transaction structure and
the related amendments were subsequently approved by the
Members of the Company through Postal Ballot on June 27,
2026.

• 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 certain workmen in order to protect
the Company's interests and safety.

During the Financial Year 2022-23, the Company settled with
the Alibaug Union representing 250 workers, 240 accepted
a Voluntary Retirement Scheme (VRS) and the Company
paid applicable Exgratia and statutory dues to them. The
remaining 10 workers filed cases against the Company. During
the Financial Year 2024-25, 7 of these workers accepted the
settlement and the Company paid the agreed settlement
amount to them. The case related to remaining 3 workers are
pending before the Industrial Labour Court, Thane, and efforts
are continuing towards amicable conciliation.

• Plotted Development of Company’s Land Situated at Alibaug

During the Financial Year 2024-25, the Company had obtained
members' approval for undertaking a plotted development
of the Company's Land situated at Alibaug in collaboration
with Total Environment Building Systems Private Limited
("Developer”).

In the current year, the Company has entered into a Joint
Development agreement with the developer for the
plotted Development of the said land. Pursuant to the
Joint development agreement, the Company has granted
development rights for the land and associated structures. The
transaction is expected to generate a minimum consideration
of Rs. 350 Crores over a period of three years.

Debt Recovery Tribunal Proceedings

During the Financial Year 2024-25, the Hon'ble Debt Recovery

Tribunal ("DRT”) allowed the Miscellaneous Application filed by JM

Financial Asset Reconstruction Company Limited ("JMFARC”) and
passed an order and issued a recovery certificate for an amount
Rs. 73,54,43,907/- (Rupees Seventy-Three Crores Fifty-Four Lakhs
Forty-Three Thousand Nine Hundred and Seven only). The Company
retrieved the order from the website of the DRT and has applied for a
certified copy of the order.

Pursuant to the aforesaid order, the issuance of the Recovery
Certificate is awaited. Consequently, the related proceedings before
the Hon'ble DRT is under process. The Company is closely monitoring
the matter and, in consultation with its legal advisors, is taking such
further legal steps as may be considered necessary upon issuance of
the Recovery Certificate and the progress of the proceedings.

DETAILS OF APPLICATION MADE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the Financial Year 2024-25, a decree for an amount of Rs.
41,81,809 was passed against the Company by the Civil Court at
Thane. The Company, being aggrieved by the said decree, had filed
an appeal on the said decree before the District Court, Thane.

Subsequently, Sonu Cargo Movers Private Limited filed an application
under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("IBC”)
before the Hon'ble National Company Law Tribunal, Mumbai Bench,
seeking an initiation of the Corporate Insolvency Resolution Process
("CIRP”) against the Company.

The Company has contended that the underlying dispute remains
sub judice before the Honourable District Court, Thane, and that
proceedings under Section 9 of the IBC cannot be invoked as a
substitute for recovery proceedings, particularly in the presence of
a pre-existing dispute. The Company has further contended that, in
the event the appeal against the decree is allowed, the basis of the
Section 9 petition would cease to exist. Accordingly, the Company is
vigorously contesting the proceedings based on legal advice.

The matter is presently at the pre-admission stage, and no order
admitting the petition has been passed by the Hon'ble NCLT. The
Company will continue to take all necessary legal steps to safeguard
its interests.

MATERIAL DEVELOPMENTS
Order Received from Prestige Group

During the Financial Year 2025-26, the Company secured a significant
domestic order from Prestige Estates Projects Limited for the supply
of tiles and marble aggregating to approximately Rs. 280.44 Crores.

Subsequent to the end of the Financial Year, the Company further
secured an additional order for the supply of marble from the same
customer amounting to approximately Rs. 66.65 Crores. Accordingly,
the aggregate value of orders secured from Prestige Estates Projects
Limited stands at approximately Rs. 347.09 Crores.

This order represents a major business milestone for the Company
and is expected to contribute positively to its revenue over the
execution period.

International Exhibitions: Expanding Nitco’s Global Presence

During the Financial Year 2025-26, NITCO strengthened its
international presence through participation in two of the world's
most prestigious surface and stone exhibitions—Coverings 2025
in Orlando, USA, and Cersaie 2025 in Bologna, Italy. These global
platforms provided an opportunity to showcase NITCO's latest
innovations to an international audience of architects, designers,
distributors, developers, and trade professionals, while reinforcing
the Company's position as a design-led Indian surfaces brand with a
growing global footprint.

At Coverings 2025, North America's largest ceramic tile and natural
stone exhibition, NITCO showcased its premium portfolio with a
strong focus on mosaic collections. The event attracts thousands of
industry professionals from across North America and international
markets, offering an important platform to engage with distributors,
architects, designers, and project stakeholders. NITCO's pressed
porcelain and marble mosaic collections received encouraging
appreciation for their craftsmanship, colour palette, and design
relevance, further strengthening the Company's export relationships.

At Cersaie 2025, one of the world's leading international exhibitions
for ceramic surfaces and bathroom furnishings, NITCO showcased
its latest product innovations across tiles and mosaics. With 95,000
visitors from across the globe, the exhibition offered unparalleled
visibility among the international design and architecture
community. Participation at Cersaie enabled NITCO to strengthen
existing global partnerships, engage with prospective customers
across international markets, and reaffirm its commitment to design
innovation, craftsmanship, and expanding its global presence.

Idac Exhibition: Showcasing Our Marble Leadership

In March 2025, NITCO participated in the IDAC Exhibition, enaging
with an audience of over 25,000 architects, interior designers,
developers, consultants, and other Industry professionals from
across the built environment. As the only brand offering an
integrated portfolio of tiles, marble, and mosaics, Nitco showcased
the breath of its surface solution, reinforcing its distinctive position
on the Indian market.

The Company presented over 100 marble products, alongside its
latest tile and mosaic collection, highlighting its design capabilities,
craftsmanship, and product innovation. The exhibition provided
a valuable platform to strengthen relationships with architects,
designers, and project stakeholders, generate new business
opportunities, and further reinforce Nitco's position as a trusted
partner for design-led surface solutions.

Technical Training: Building Technical Excellence Across The Value
Chain

Strengthening our Retail Network

As part of its continued retail expansion strategy, NITCO
strengthened its pan-India presence through the launch of 20
new franchise stores during the year. Spread across key markets
including Bihar, Karnataka, Delhi NCR, Maharashtra, Tamil Nadu,
Uttar Pradesh, Madhya Pradesh, Puducherry, and Uttarakhand, the
new outlets further enhanced the Company's reach and accessibility
across high-potential regions.

The expansion included both NITCO Look and Le Studio Express
formats, enabling customers, architects, and designers to experience
NITCO's curated portfolio of tiles, marble, and mosaics in thoughtfully
designed retail environments. By expanding its franchise network,
the Company continues to strengthen its market presence, deepen
customer engagement, and reinforce its commitment to delivering a
consistent and design led brand experience across India.

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 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 Financial Year.

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 Financial Year 2025-26 till the
date of this Report.

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

During the Financial Year, 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.

INTERNAL CONTROL SYSTEMS

• 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.

• Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls
which commensurate with size and complexity ofits 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 ofits 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, 2026, 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, 2026 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, 2026, 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:

*Mr. Vivek Prannath Talwar was re-appointed as the Managing
Director of the Company for the period of three (3) years with effect
from April 01, 2026.

Further, there were no new further appointments or
resignations during the year.

a) Retire by Rotation

Ms. Poonam Talwar (DIN: 00043300) - Director, retires
by rotation at the ensuing Annual General Meeting and
being eligible offers herself for re-appointment. The
resolution for re-appointment of Ms. Poonam Talwar
(DIN: 00043300), on her 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)

Following changes took place in the Key Managerial Personnel

during the financial year:

> Mr. Sitanshu Satapathy resigned as a Chief Financial
Officer w.e.f. close of business hours on January 13,
2026.

> Mr. Bikash Jain appointed as a Chief Financial Officer
w.e.f. January 16, 2026 and resigned w.e.f. close of
business hours on March 31, 2026.

> Mrs. Geeta Shah resigned as a Company Secretary
& Compliance Officer of the Company w.e. f. close of
business hours on January 14, 2026.

> Mrs. Rupali Swami Kambli appointed as a Company
Secretary & Compliance Officer of the Company w.e.f.
January 16, 2026.

Following changes took place in Key Managerial Personnel

after end of the financial year:

> Mr. Kamal Abrol appointed as a Chief Financial Officer
w.e.f. May 13, 2026.

> Mrs. Rupali Swami Kambli resigned as a Company
Secretary & Compliance Officer w.e. f. close of business
hours on June 11,2026.

As on the date of this report, following are the Key Managerial

Personnel of the Company:

> Mr. Vivek Prannath Talwar (DIN: 00043180), Chairman &
Managing Director;

> Mr. Kamal Abrol, Chief Financial 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 financial year, 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/PDFRles/Nomination-
and-Remuneration-Policy-after-amendment.pdf.

MEETINGS OF THE BOARD

Nine meetings of the Board of Directors were convened and held
during the financial 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

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.

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 31,2026 is not applicable for the Financial Year.

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-Policy-New.pdf?v2. _Your Directors

draw attention of the members to Note 34 to the standalone financial
statements which sets out related party disclosures.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the financial year, the Company was not liable to transfer any
amount to Investor Education & Protection Fund (IEPF) account.

In accordance with the provisions of Section 124(6) of the Act and
Rule 6(3)(a) of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'),
the Company in earlier years had transferred 95,929 (Ninety-Five
Thousand Nine Hundred and Twenty-Nine) Equity Shares of Rs. 10
each held by 258 shareholders to IEPF. The said shares correspond
to the dividend which had remained unclaimed for a period of seven
consecutive years for the Financial Year(s) 2005-06, 2006-07, 2007¬
08, 2008-09 and 2010-11 were also transferred to IEPF. Subsequent
to the transfer, the concerned shareholders can claim the said shares
along with the dividend(s) by making an application to IEPF Authority
in accordance with the procedure available on www.iepf.gov.in and
on submission of such documents as prescribed under the IEPF Rules.
All corporate benefits accruing on such shares viz. bonus shares, etc.
including dividends shall be credited to IEPF.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 ("Act”), read
with the rules made thereunder, the provisions relating to Corporate
Social Responsibility ("CSR”) are applicable to every company having
a net worth of Rs. 500 crore or more, or a turnover of Rs. 1,000 crore
or more, or a net profit of Rs. 5 crore or more during the immediately
preceding financial year.

During the financial year, the provisions of Section 135 of the Act
became applicable to the Company, since it reported a net profit of
Rs. 34.22 crore for the financial year 2025-26. However, the average
net profit of the Company for the three immediately preceding
financial years, computed in accordance with Section 198 of the Act,
is negative. Accordingly, the amount required to be spent towards
CSR for the financial year 2026-27 is Nil.

Further, where the amount required to be spent by the Company
towards CSR does not exceed Rs. 50 Lakhs, the requirement to
constitute a Corporate Social Responsibility Committee is not
applicable, and the functions of such Committee are discharged by
the Board of Directors. Accordingly, as the Company's CSR obligation
for the financial year 2026-27 is Nil, the Company is not required to
constitute a CSR Committee, and the functions that would otherwise
be discharged by such Committee shall be discharged by the Board
of Directors.

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, 2026.

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 31,2026.

There were no instances of fraud during the financial year, 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 period of five year from
the FY 2025-26 to FY 2029-30. The Secretarial Audit Report for the
Financial Year ended March 31, 2026 is provided in Annexure III to
this Report.

The Company has also obtained Secretarial Compliance Report for
Financial Year 2025-26 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

As per section 138 of the Companies Act, 2013 read with rule 13 of
Companies (Accounts), Rules 2014 & all other applicable provisions,
during the Financial year 2025-26, the Board has appointed M/s.
SKPAG & Co., Chartered Accountants (FRN: 128940W) for conducting
the Internal Audit of the Company for the Financial Year 2025-2026.
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 Financial Year 2025-26.

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.

SHAREHOLDERS APPROVAL UNDER SECTION 185 OF COMPANIES
ACT 2013

During the financial year, the members of the Company has granted
approval for giving loans, including loans represented by way of book
debt, and/or to give guarantee(s), and/or to provide security(ies) in
connection with any loan taken or to be taken by any Subsidiary,
Associate, Joint Venture, group entity of the Company, or any other
person in whom any Director of the Company is deemed to be
interested, as specified in the Explanation to Section 185(2) of the
Companies Act, 2013. The approval authorizes the Board to extend
such financial assistance, from time to time, up to an aggregate
amount not exceeding Rs. 100,00,00,000 (Rupees One Hundred
Crores Only), on such terms and conditions as the Board may deem
fit and in the best interests of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Vigil Mechanism, as envisaged in the provisions of Section
177(9) of the Act, the rules framed thereunder and Regulation 22
of the Listing Regulations, is implemented by the Company through
a Whistle Blower Policy to enable the Directors, 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
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 financial year, the Company has not received any
complaint through Vigil Mechanism.

PREVENTION OFSEXUAL HARASSMENT OFWOMEN 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 financial year, 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 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 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, 2026 is hosted on the website of the Company and can
be accessed at https://www.nitco.in/corporates/investors/PDFFiles/
Annual-Return-2025-26.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/corporates/investors/PDFRles/Familiarisation-Programme-for-Independent-Directors-FY-2025-26.pdf?v2

Familiarisation programme held during Financial Year 2025-26:

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 financial year:

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.

For and on behalf of the Board

Vivek Talwar
Chairman & Managing Director
DIN: 00043180

Date: August 12, 2026
Place: Mumbai