Directors Report of Nirlon Ltd.

Mar 31, 2025

Your Directors present their 66^th Annual Report along
with the Audited Financial Accounts for the Financial
Year (“F.Y.”) ended March 31, 2025.

1. ¹Financial Performance

The Company''s Financial Performance for the F.Y ended
March 31, 2025 is summarized below:

Particulars	2024-25	2023-24
Gross Income from Operations	644.96	607.35
Gross Profit	511.76	481.43
Interest Paid	117.02	123.49
Cash Profit	394.74	357.94
Depreciation	56.33	56.41
Net Profit for the Year before Tax:	338.41	301.53
Tax Expense	120.22	95.97
Net Profit for the Year after tax	218.19	205.56
Interim Dividend of '' 15.00 per share paid on the face value of equity shares of '' 10.00 each	135.18	135.18
*Proposed Final Dividend of '' 11.00 per share to be paid ( F.Y. 2024-25) on the face value of equity shares of ''10.00 each	*99.13	99.13

2013 and other recognised accounting practices and
policies to the extent applicable.

2. Market Capitalisation Ranking on BSE Limited

Your Company has been ranked by the BSE Limited at
Sr. No.849 (previous F.Y i.e. 2023-24 at sr. no. 730 as on
March 31,2024 ) out of the top 1,000 listed companies
based on Market Capitalization as on December 31,
2024.

3. Financial Operations (Summary)

i. Gross Income from Operations for the F.Y.2024-
25 was '' 644.96 Crore as against '' 607.35 crore for
the F.Y. 2023-24.

ii. Gross Profit for the F.Y 2024-25 was '' 511.76

Crore as against '' 481.43 crore for the F.Y 2023-24.

iii. Cash Profit for the F.Y 2024-25 was '' 394.74 crore

as against '' 357.94 crore for the F.Y. 2023-24.

iv. Net Profit for the F.Y. 2024-25 (after taxes) was
'' 218.19 crore as against a profit of '' 205.56 crore
for the F.Y. 2023-24.

v. An Interim Dividend of '' 135.18 crore was paid
during the F.Y. 2024-25, and a Final Dividend of
'' 99.13 crore for the F.Y. 2024-25 is proposed to be
paid.

vi. Implication of Old versus New Income Tax
Regimes:

To maintain flexibility for any future restructuring
opportunities, the Company continues under the Old
Tax Regime as the decision to change to the New
Tax Regime is irrevocable.

4. The Company'' Business Activity

The Company is in the business of development and
managing an Industrial Park, and during the Year under
review, there is no change in the business activity of the
Company.

5. Finance & Material Changes affecting the Financial
Position of the Company

There is no material change and commitment affecting
the financial position of the Company which has occurred
during the F.Y.2024-25, or from then on till the date of this
Report.

6. Reserves

The Board of Directors do not propose to transfer any
amount to the General Reserve account in the Balance
Sheet for the F. Y 2024-25.

7. Dividend

For the Year under review, the Board of Directors at their
meeting held on February 13, 2025 declared an interim
dividend of ''15.00 per equity share of ''10.00 each
(@150%) amounting to ''135.18 crore, and the same
was paid to Shareholders for the F.Y 2024-25.

Further, the Board of Directors, at their meeting held on
May 21, 2025, recommended a final dividend of ''11.00
per equity share of ''10.00 each (@110%) amounting to
'' 99.13 crore, subject to the approval of Members of the
Company at their 66^th AGM.

Dividend will be paid to Members whose names appear
in the Register of Members as on Thursday, September
11, 2025 (“the Record Date”).

In respect of shares held in Dematerialized Form,
dividend will be paid to Members whose names are
furnished by the National Securities Depository Limited
(“NSDL”) and the Central Depository Services (India)
Limited (“CDSL”), as Beneficial Owners as on the
Record Date.

8. Development, Management and Operations of the
Industrial Park / Information Technology (IT) Park,

i.e. Nirlon Knowledge Park (NKP)- Goregaon (East),
Mumbai and Future Outlook

Nirlon Limited is the owner of NKP, an approx. 23 acre
campus in Goregaon (East), Mumbai. NKP is an Industrial
Park as per the Consolidated Foreign Direct Investment
(FDI) Policy of the Government of India (GOI), and is an
IT Park under the Government of Maharashtra''s (GOM)
Policy. The current FDI Policy of the GOI permits 100%
FDI in Industrial Parks.

i. Construction, Delivery of Licensed Premises,
and License Fee Commencement

The planning for the development of NKP in phases
began in 2006 and construction in April / May 2007.
Currently, all 5 (five) phases of development have
been completed.

Phases 1-5

A total of approx. 47.63 lakh sq. ft. area has been
constructed in Phases 1-5 corresponding to
approx.30.80 lakh sq. ft. of licensable area. License
fees for Phases 1-5 continued to be received by the
Company through F.Y. 2024-25.

Please Note:

The total constructed area of approx. 47.63 lakh sq.ft.
for Phases 1-5, includes 2 (two) levels of basements
in Phases 1, 2 and 3 and 1 (one) level of basement,
mezzanine (part) and four (4) upper levels of parking
in Phase 4, as well as a 10 (ten) floor (G 9) multi
level car parking (“MLCP”) (which also has 2 (two)
basements) housing utilities, i.e. generators, chillers,
water tanks, electrical infrastructure etc. for Phases
1 and 2. Phase 5 has 3 (three) levels of basements
in block B9, B10 & B11 and seven upper levels of
parking in block B11.

Further particulars are provided in Annexure 7
to this Report, i.e. Management Discussion and
Analysis.

ii. License Fees

During the Year under review, gross license fees
aggregated approx. '' 560.66 crore (as per Ind AS).

iii. Marketing

Phases 1-5 of NKP continues to be largely fully
licensed (for the Quarter ended June 30, 2025) to
reputed international and Indian corporates.

The Company has always made a specific effort to
license its development to well-regarded Corporates,
and the campus remains operational and functional
in all respects.

iv. Financing

a In F.Y. 2022-23, the Company re-financed
its entire HDFC debt by availing a loan of
'' 1,230.00 crore as a Green Loan with a sub¬
limit of '' 80.00 crore by way of an Overdraft
limit from The Hongkong and Shanghai Banking
Corporation Limited (“HSBC”).

b The outstanding secured loan amounts as on
March 31, 2025 aggregated to '' 1,150.00 crore
(as per IGAAP).

c. The Company executed and registered a
Mortgage Deed by creating a first and exclusive
charge in favour of HSBC by mortgaging the
Company''s immovable property, i.e. land,
buildings and structures standing on the land
situate at Goregaon (East), Mumbai 400 063
as per the facility documents executed by and
between the Company and HSBC.

d. Crisil Ratings has assigned and re-affirmed
“CRISIL AA / Stable” rating to this HSBC
facility and the same rating continues till date.

9. Sustainability Initiatives

NKP provides an international quality, sustainable
development that has an extensive sylvan, traffic free
central park at its core, around which buildings are
thoughtfully located to create the ambience of an urban
oasis.

The NKP masterplan was created factoring various
social and environmental considerations in 2006, well
before CSR and ESG were mainstream concepts.

The opportunity and challenge was to create a
financially value accretive plan to transform a defunct
23 acre factory into a global standard Office Park, while
addressing social and environmental responsibilities by
retaining most of the approx. 600 old growth trees, open
spaces and reusing certain characteristic elements from
the Company''s industrial heritage.

The project has prioritized sustainability from the
conceptualization of the Master Plan to detailing of
individual built forms. The development gives precedence
to the primacy of its urban landscaping highlighting the
retention of old, mature trees to provide ambiance to its
buildings, linking public spaces through a series of parks
with extensive green cover, and prioritizing pedestrian
movement over vehicular. As part of the design, the
orientation of office buildings and roads / pedestrian paths
between and around old growth trees has helped retain
approx. 500 out of 600 such trees and the Company has
planted approx. 500 more.

The building and hardscape footprint has been kept to
a minimum, reducing the heat island effect, allowing
a better microclimate for users and better storm water
management.

Buildings have also been designed to maximize natural
light and energy conservation through their orientation /
layout and fagade schemes, based on careful solar path
analysis. District cooling systems, roof top insulation,
low-e double glazing, natural clay facades and reflective
surfaces ensure efficient cooling of the office premises.
Treated water from the STP is reused for flushing and
landscaping purposes, and OWC''s process organic
waste.

The focus on trees and plant life in NKP has also resulted
in a proliferation of bird and insect life throughout the
Campus. Birds are attracted by old trees and plant
species endemic to the region. Insects are drawn by
seasonally flowering plants. The resulting symbiotic
relationships keep the vegetation naturally fresh and
healthy. The plant, creeper and tree species used have
been selected to complement and integrate with those
already available in the region.

The resulting unique Master Plan has allowed NKP to
carve out a distinctive niche among Mumbai''s office
parks, and has contributed to making the Campus a
preferred destination for its several marquee occupants
and their employees.

The juxtaposition between Mumbai''s daily congestion,
noise and bustle outside NKP''s walls and the serenity,
green open spaces and oasis like ambiance of the
Campus, consistently contribute to the satisfaction of
occupiers and its approx. 25,000 daily users.
Certifications & Recent Awards:

• NKP is one of first LEED Gold Core and Shell
Certifications of this scale for Phases 1 to 4

• Phase 5 has achieved LEED Platinum Core and
Shell Certification.

• LEED Zero Water for Phases 1 to 4

• TRUE Platinum Rating for Waste Management for
Phases 1 to 4

• WELL Health-Safety Rating for Phases 1 to 4

• Winner in Green Buildings category of FICCI''s 4^th
Smart Urban Innovation Awards, 2023

• GRI Awards 2024 - Sustainable Project of the Year

10. The Company''s business plan continues to be to
offer office space in NKP on a leave and license
basis only.

11. Nirlon House

The Company continues to co-own 75% undivided
interest in approx. 45,475 sq.ft. of area in the Nirlon
House building in a prime location on Dr. A. B. Road,
Worli in Central Mumbai.

12. A. Execution of the Third Management Services
Agreement (TMSA) with Nirlon Management
Services Pvt. Ltd. (Related party Transactions)
effective from April 1, 2024 for a period of 3 (three)
years

The Board of Directors have, at their meeting
held on March 22, 2024, approved, based on the
recommendations made by the Audit Committee of
the Company, execution of the TMSA with Nirlon
Management Services Pvt. Ltd. (Related party
Transactions) effective from April 1, 2024 for a period of
3 (three) years. Accordingly, the Company has executed
the TMSA on March 29, 2024.

The Audit Committee and Board of Directors have
considered the following while approving the TMSA.

L Confirmation Report by iVAS Partners on the proposed
terms and conditions for the related party transactions
confirming that the proposed related party transactions
are on an Arm''s length basis; and

ii. Confirmation from the Company''s legal Advisors that
as the value of the TMSA as on execution date of does
not exceed '' 1,000.00 crore and / or 10% of turnover
of the Company and hence, the same is not subject to
Members'' approval.

iii. Since Mr. Kunal V. Sagar (as on the date of Board
approval, i.e. March 22, 2024) and Mr. Rahul V. Sagar
(“Sagar Brothers”) are Promoters / Directors of the
Company and also Members and Directors of Nirlon
Management Services Pvt. ltd. (NMSPL), NMSPL would
constitute a related party of the Company in terms of
Section 2(76) (iv) of the Companies Act, 2013. Further,
Reco Berry Private Limited, a company incorporated
in Singapore, the Sagar Brothers, Alfano Pte Limited
and Deltron Pte Limited (collectively referred to as the
“Promoters”) and persons acting in concert with the

Promoters, being related parties in terms of Regulation
2(1)(zb) of the SEBI LODR, have not voted to approve
the resolutions at the Board meeting.

B. Implementation / Commencement of Operations
under the TMSA

Effective from April 1, 2024, the Company has been
receiving various management services from NMSPL
under the TMSA as contracted.

The Shareholding Pattern of NMSPL is given below:

Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Rahul V. Sagar	10,000	66.67
2.	Reco Fortius Pte Limited	5,000	33.33
Total		15,000	100

Class B Shares

Sr.	Name of the	No. of	% of
no.	Shareholder	Shares	Share
		held	Holding
1.	Mr. Rahul V. Sagar	1,78,200	100
Total		1,78,200	100

Class C Shares

Sr.	Name of the	No. of	% of
no.	Shareholder	Shares	Share
		held	Holding
1.	Reco Fortius Pte Limited	3,16,800	100
Total		3,16,800	100

13. The Board & its Committees

i. Board of Directors:

As on date, the total strength of the Board of
Directors of the Company consists of 6 (six)
Directors including 1 (one) Independent woman
Director. Of this number, 3 (three) Independent
Non-Executive Directors, including 1(one) woman
Director, constitute 50% of the total strength of the
Board of Directors of the Company.

Please note that Shareholders of the Company
have passed the respective Special Resolutions

at their 64^th Annual General Meeting held on
September 15, 2023 approving the re-appointment of:

a Mr. Rajinder Pal Singh (DIN:02943155)
(D.O.B.20.10.1951), as a Non-Executive
Independent Director of the Company for a
further period of 5 (five) years effective from
May 13, 2024; and

b. Ms. Anjali Seth (DIN:05234352) (D.O.B.

25.10.1958), as a Non-Executive Independent
Director of the Company for a further period
of 5 (five) years effective from May 13, 2024.

c. Mr. Arjun Khullar (DIN: 10671903), was
appointed as a Nominee Director of Reco Berry
Pvt. Ltd. effective from June 20, 2024.

For more detail, please refer to the link: https://www.
nirlonltd.com/board-committees.html

Appointment, Continuation and Re-appointment
of Directors at the 66^th AGM

A brief resume of the Directors seeking appointment
and re-appointment at the 66^th AGM is as per the
details given below:

i. Re-appointment of Mr. Arjun Khullar
(DIN: 10671903), age 59 years (D.O.B.06-06-1966),
as a Nominee Director liable to retire by rotation.

ii. Continuation of Mr. Rajinder Pal Singh (DIN:
02943155), age 73 years (D.O.B. 20-10-1951), as
a Non-Executive Independent Director, not liable to
retire by rotation.

iii. Re-appointment of Mr. Rahul V. Sagar (DIN:
00388980), age 54 years (D.O.B. 28.05.1971), as the
Executive Director & Chief Executive Officer (CEO)
of the Company and Payment of his Managerial
Remuneration for a another period of five (5) years

w.e.f. February 1, 2026 to January 31, 2031, whose
term will be expiring on January 31, 2026.

The Board recommends the appointment,
Continuation and re-appointment of the above
Directors.

For more details, please refer to Note no. 21 of the
66^th AGM Notice

a. Changes in the Board during the F.Y. 2024-25

There was no change in the Board constitution
during the F.Y. 2024-25, except for the appointment
of Mr. Arjun Khullar (DIN:10671903), who was
appointed as the Nominee Director of Reco Berry
Pvt. Ltd. (Promoter) effective from June 20, 2024.

b. The nature of each Director''s expertise, and
the name of company/ies where they hold
Chairmanships, Directorships and Memberships
of Board / Committees and Shareholding, if any,
as stipulated under the required Regulation of the
SEBI Listing Obligations & Disclosure Requirements
Regulations, 2015, are provided in this Report, and
forms part of the Notice calling the 66^th AGM.

ii. Committees of the Board of Directors

a Audit Committee

i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

b. Stakeholders Relationship Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

c. Nomination & Remuneration Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID;

d. Corporate Social Responsibility Committee

i. Mr. Sridhar Srinivasan , Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Rahul V. Sagar, Executive Director &
Chief Executive Officer.

e Risk Management Committee

i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID;

iii. Mr. Rahul V. Sagar, Executive Director &
Chief Executive Officer; and

iv. Mr. Sridhar Srinivasan, NE & ID (effective
from August 12, 2024).

f. Independent Directors'' Committee

i. Mr. Rajinder Pal Singh, NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID;

*NE & ID means Non-Executive

Independent Director

iii. Brief Roles and Responsibilities of the Board
Committees

a Audit Committee (AC)

The AC of the Board played an important
role during the Year under review,

including recommending the appointment/
re-appointment of and making recommendations
for the remuneration to the Board for the
various types of the Auditors'', Key Managerial
Personnel (KMPs) etc., and co-ordinating with
the Statutory Auditors, Internal Auditors, Cost
Auditors and other Key Managerial Personnel
of the Company.

The AC has also rendered guidance, inter alia,
in the areas of corporate governance, Related
Party Transactions, internal audit, finance,
taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of
the Year to attend various aspects in the
interest of Members. With the compulsory
Dematerialisation of the Company''s shares and
electronic mode of transfers, postal dispatches
which led to frequent complaints have been
minimized.

As on March 31, 2025, approx. 97.89 % of the
Company''s total paid up equity share capital
was held in Dematerialized Form, and there was
no investor grievance / complaint pending.

c. Corporate Social Responsibility Committee
(CSRC)

The Board formed a Corporate Social
Responsibility Committee on September 23,
2014 and re-constituted the Committee from
time to time. The CSRC continues to make
its recommendations to the Company for
implementation of CSR activities under its CSR
Policy during the Year under review as per the
Act.

d. Nomination & Remuneration Committee
(NRC)

The NRC recommends to the Board the
appointment of Directors, KMPs, and
remuneration/compensation packages of
the Executive Director and Key Managerial
Personnel.

e. Risk Management Committee (RMC)

The Board formed a Risk Management
Committee on September 23, 2014, and re¬
constituted the Committee from time to time.
During the Year under review, this Committee
has continued to fulfill its role in, inter alia,
identifying, evaluating and mitigating potential
risks to the Company.

The Risk Management Committee met twice on
July 1,2024 and January 23, 2025.

f. Independent Directors'' Committee (IDC)

The Company has an Independent Directors''
Committee as required under the law.

For more detail on various Committees, please
refer to the link/s:

i. https://www.nirlonltd.com/pdf/audit.pdf

ii. https://www.nirlonltd.com/pdf/
stakeholders_ relationship.pdf

iii. https://www.nirlonltd.com/pdf/csr.pdf

iv. https://www.nirlonltd.com/pdf/nomination_
remuneration.pdf

v. https://www.nirlonltd.com/pdf/risk
management.pdf

vi. https://www.nirlonltd.com/pdf/ind_directors.pdf

g. POSH Committee

As per the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with rules made
thereunder, your Company has constituted a
Committee which is responsible for redressal of
complaints related to sexual harassment. It may
be noted that the Company has only 3 (three)
male employees.

During the Year under review, there was
no complaint received pertaining to sexual
harassment.

For more detail, please refer to the link: https://
www.nirlonltd.com/pdf/posh.pdf

14. Policies & Codes

SEBI introduced the SEBI LODR effective from December
1, 2015. The SEBI LODR provides, inter alia, various
regulations, annexures and schedules, and hence all
prescribed companies were required to comply with the
SEBI LODR latest by March 31,2016.

In view of the above and to meet with these requirements,
the Company made suitable modifications to its existing
polices, and also reviews the same from time to time. Your
Company is compliant with the SEBI LODR.

I. Policies

i. Determination of Materiality of Events /
Information (DMEI) Policy

Aims of the DMEI Policy:

The DMEI Policy for determination of materiality
of events/ information inter alia, aims to:

a. Ensure that all investors have equal access
to important information that may affect their
investment decisions;

b. Ensure that adequate and timely information
is provided to investors;

c. Avoid establishment of a false market in the
securities of the Company; and

d. Communicate the principles of materiality
based on which the Company shall make
disclosures of events or information.

For more detail, kindly refer to the link: https://
www.nirlonltd.com/pdf/dmei_policy_mar_16.
pdf

ii. Related Party Transaction (RPT) Policy

The RPT Policy is in accordance with the
requirement of Regulation 23 of the SEBI LODR
and Section 188 of the Companies Act, 2013, and
is intended to ensure the proper approval and

reporting of transaction/s between the Company
and its Related Parties.

Aims of the RPT Policy

Inter alia, to disclose in the Financial Statements
of the Company applicable transaction/s between
the Company and Related Parties, as well as
policies concerning transaction / s with Related
Parties. Such transactions are appropriate only if
they are in the best interest of the Company and
its shareholders.

For more detail, kindly refer to the link:

https://nirlonltd.com/pdf/related_party_transaction_

policy_may_25.pdf

iii. Whistle Blower (WB) Policy

The Company has a vigil mechanism system called
the Whistle Blower Policy to deal with instances of
fraud and mis-management, if any.

Aims of the WB Policy

The WB Policy meets with the requirement of
Regulation 22 of the SEBI LODR and Section 177 of
the Act, and is intended to ensure that the Directors
and Employees or any other person report their
genuine concerns. During the Year under review,
there was no case of whistle blowing reported. For
more detail, kindly refer to the link:
https://www.nirlonltd.com/pdf/whistle_blower_policy_
feb_21_v3.pdf

iv. Corporate Social Responsibility (CSR) Policy

The CSR Policy is in compliance, with the Companies
Act, 2013 (“the Act”)

Aims of the CSR Policy:

a. To formulate and recommend to the Board, a
Corporate Social Responsibility Plan which shall
indicate the activities to be undertaken by the
Company as specified in Schedule VII to the Act;

b. To recommend the amount of expenditure to be
incurred on CSR activities;

c. To monitor CSR activities; and

d. To ensure that the Company spends in every
financial year, at least two (2) % of the average
net profits of the Company made during the three
(3) immediately preceding financial years on
prescribed CSR activities, pursuant to Section
135 of the Companies Act, 2013 (“the Act”) and
Companies (Corporate Social Responsibility
Policy) Rules, 2014.

1. Brief outline on CSR Policy of the Company

Nirlon is committed to creating socially inclusive
communities. The Company is pursuing social initiatives
that are most beneficial to communities, especially those
in close proximity to its location/s. Its CSR Policy is
focused on promoting education, providing healthcare
services and environmental sustainability measures.

9 r!r»mnr»Qitirm HfsR r.rtmmittpp

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the Year	Number of meetings of CSR Committee attended during the Year
1	Mr. Sridhar Srinivasan (Chairman of the CSR Committee)	Non¬ Executive Independent Director	4	4
2	Mr. Rahul V. Sagar	Executive Director & CEO	4	4
3	Mrs. Anjali Seth	Non¬ Executive Independent Director	4	4

3. Provide the web-link(s) where Composition of CSR
Committee, CSR Policy and CSR Projects approved
by the Board are disclosed on the website of the
Company

• https://www.nirlonltd.com/pdf/csr.pdf

• https://www.nirlonltd.com/pdf/policies/csr_policy_
may_22_v4. pdf

• https://nirlonltd.com/pdf/csr/csr_project_2024-25.pdf

4. Provide the executive summary along with web-
link(s) of Impact Assessment of CSR Projects carried
out in pursuance of sub-rule(3) of rule 8, if applicable

Not Applicable

5. (a) Average net profit of the Company as per sub¬

section (5) of section 135

''24,137.64 lakh

(b) Two percent of average net profits of the
Company as per sub-section (5) of section 135

''482.75 lakh

(c) Surplus arising out of the CSR Projects or
programmes or activities of the previous
financial years.

NIL

(d) Amount required to be set-off for the financial
year, if any.

''34.05 lakh

(e) Total CSR obligation for the financial year
[(b) (c)-(d)]

''448.70 lakh

6. (a) Amount spent on CSR Projects (both Ongoing

Projects and other than Ongoing Projects)

''517.07 lakh

(b) Amount spent on Administrative Overheads

NIL

(c) Amount spent on Impact Assessment, if
applicable

Not Applicable

(d) Total amount spent for the Financial Year
[(a) (b) (c)]

''517.07 lakh

(e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the Financial Year (in ''Lakh)	Amount Unspent (in '' )
	Total Amount transferred to Unspent CSR Account as per sub- section (6) of Section 135		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
517.07	NIL	-	NIL	-	-

(f) Excess amount for set-off, if any:

Sl. No.	Particular	Amount (in '' Lakh)
(1)	(2)	(3)
(i)	Two percent of average net profit of the company as per sub-section (5) of section 135	482.75
(ii)	Total amount spent for the Financial Year	517.07
(iii)	Excess amount spent for the Financial Year [(ii)-(i)]	34.32
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	NIL
(v)	Amount available for set off in succeeding Financial Years [(iii)-(iv)]	34.32

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Year:

1	2	3	4	5	6		7	8
Sl. No.	Preceding Financial Year(s)	Amount transf erred to Unspent CSR Account under sub¬ section (6) of section 135 (in '')	Balance Amount in Unspent CSR Account under sub- section (6) of section 135 (in '')	Amount Spent in the Financial Year (in '')	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in '' )	Deficiency, if any
					Amount (in '')	Date of Transfer
1	FY-1	NIL
2	FY-2	NIL
3	FY-3	NIL

8. Whether any capital assets have been created or acquired through the Corporate Social Responsibility amount
spent in the Financial Year:

Yes / No: Yes

If Yes, enter the number of Capital assets created/ acquired: 9 (Nine)

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent
in the Financial Year:

Sl. No.	Short particulars of the property or asset(s) [including complete address and location of the property]	Pin code of the property or asset(s)	Date of creation	Amount of CSR amount spent (In '')	Details of entity/ Authority/ beneficiary of the registered owner
(1)	(2)	(3)	(4)	(5)	(6)
					CSR Registration Number, if applicable	Name	Registered Address
1	Orthopedic Equipment Set	400092	4/10/24	18,19,335	CSR00007629	Suvarna Charitable Trust	Suvarna General Hospital Marg, Kastur Park, Borivali W, Mumbai 400092
	Nerve Stimulator		19/10/24	1,31,600
	Endoscope Hanging Cupboard		24/10/24	89,100
	Oil drying device and Oil can		08/2/25	2,73,001
	Oxygen Sensor and battery		08/2/25	1,79,900
	Patient warmer with trolley		18/02/25	96,760
2.	Single Use mechanical Litphotriptor, disposable guidewire for Endoscopy Unit	415606	08/07/24	1,14,990	CSR00006248	Shri Vithalrao Joshi Trust	C28, Suyash, Gokhale Road North, Dadar west, Mumbai - 400028
	CO2 Regulation unit		08/07/24	3,95,000
	Flushing pump instrument		08/07/24	2,50,000

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal
Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection
(5) of section 135

Not Applicable

For Nirlon Limited

Sd/- Sd/-

Rahul Sagar Sridhar Srinivasan

Executive Director & Chief Executive Officer Chairman of the CSR Committee

(DIN: 00388980) (DIN: 07240718)

Mumbai, May 21, 2025

v. Nomination & Remuneration (NR) Policy

The NR Policy is in compliance with Section 178(1) of
the Companies Act, 2013, and Regulation 19 read with
Part D of Schedule II of the SEBI LODR.

Aims of the NR Policy:

a. To guide the Board in relation to appointment and
removal of Directors and Key Managerial Personnel;

b. To evaluate the performance of the Members of
the Board, and to provide necessary reports to the
Board for further evaluation of the Board;

c. To recommend to the Board levels of remuneration
/ compensation payable to Directors and Key
Managerial Personnel and other related matters.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/nomination_and_remuneration_
policy_ver_3.pdf

vi. Risk Management (RM) Policy

The Regulation 21 of the SEBI LODR provides
applicability for a Risk Management Committee (RMC)
and Risk Management Policy for the top 1000 listed
companies based on market capitalization as at the end
of the immediate previous financial year.

Aims of the RM Policy

The Company has instituted the RMC / RM Policy for
better safeguarding business continuity, operations
and timely assessment of potential risk, as well as risk
mitigation and minimization procedures.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/risk_mgmt_policy_ mar_16.pdf

vii. Preservation of Documents (POD) Policy

Under Regulation 9 of the SEBI LODR, the Company is
required to adopt the POD Policy.

Aims of the POD Policy

a. The POD Policy contains guidelines for identifying
documents that need to be maintained, the period of
preservation of such documents and the procedure
for their destruction / disposal;

b. This Policy aims to provide an efficient and
systematic control on the periodicity and destruction
of business related documents.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/pod_policy_ mar_16.pdf

viii. Board Diversity (BD) Policy

The Policy sets out the approach to have diversity on the
Board of the Company in terms of thought, experience,
knowledge, perspective and gender, based on applicable
laws, rules and regulations for the Company.

Aims of the BD Policy

The Company believes that a diverse Board will, amongst
others benefits:

a. Enhance the quality of decision making and facilitate
better business performance;

b. Encourage diversity of perspective, thereby fueling
creativity and innovation;

c. Complement and expand the skills, knowledge and
experience of the Board as a whole; and

d. Provide better Corporate Governance.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/board_ diversity_policy.pdf

ix. POSH Policy

Aims of the POSH Policy

The Company provides an equal employment
opportunity and is committed to creating a healthy
working environment that enables employees to work
without fear of prejudice, gender bias and sexual
harassment. All employees of the Company are covered
under the Policy. Sexual harassment at the work place or
other than work place if involving employees is a grave
offence, and is therefore, punishable. The Company has
only three (3) male employees being KMPs.

During the Year under review, there was no complaint in
this regard.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/policy_on_sexual_harassment.pdf

x. Succession Policy (SP)

The Company is not required to have a SP for the
following reasons:

a. A specific arrangement exists under the Management
Services Agreement executed by and between the
Company and Nirlon Management Services Pvt.

Ltd. (NMSPL) wherein all services are required to
be provided by NMSPL;

b. The Company has senior management to the extent
required for statutory compliance only.

Should any potential vacancy arise in (b) above,
appropriate replacements will be identified by the
NRC and the Board.

xi. Dividend Distribution (DD) Policy

Regulation 43 A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Regulations”) requires the top 1,000 listed entities (by
market capitalisation) to disclose a dividend distribution
policy in the annual report and on the corporate website.

The Company has its Board meeting held on June 30,
2020 adopted a DD Policy and uploaded the same on its
website. Kindly refer to the linkhttps://www.nirlonltd.com/
pdf/dvidend%20distribution%20policy_jun_2020.pdf

Aims of the DD Policy

The Company is committed to create value for all
its stakeholders. The focus will continue to be on
sustainable returns, through an appropriate strategy for
both medium and long term value creation. Accordingly,
the Board would continue to adopt a progressive and
dynamic dividend policy, addressing the immediate as
well as long term perspective.

Nirlon Limited''s Dividend Distribution Policy

1. Background and Applicability

Regulation 43 A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Regulations”) requires the top 1000 listed companies
(by market capitalisation) to disclose a dividend
distribution policy in the annual report and on the
corporate website.

Nirlon Limited was ranked at 398 out of the top 500
companies based on the market capitalisation as on
March 31, 2020 by the BSE.

The Board of Directors (“Board”) of Nirlon Limited
(“Company”), at its meeting held on June 30, 2020,

adopted this Dividend Distribution Policy (“Policy”) in
order to comply with the above requirement as well as to
establish the parameters to be considered by the Board
before declaring or recommending any dividend keeping
in view the Company''s long term growth objectives from
internal cash accruals.

The Company currently has only one class of shares,
viz. Equity,for which this Policy is applicable.

2. Dividend Distribution Philosophy

The Company is committed to value creation for all its
stakeholders. The focus will continue to be on sustainable
returns, through an appropriate capital strategy for both
medium and long term value creation.

Accordingly, the Board would continue to adopt a
progressive and dynamic dividend policy, ensuring the
immediate as well long term needs of the

business.

3. Dividend

Dividend represents the profit of the Company, which is
distributed to shareholders in proportion to the amount
paid- up on shares they hold. Dividend includes interim
dividend. The dividend for any financial year shall
normally be paid out of the Company''s profits for that
year. This will be arrived at after providing for depreciation
in accordance with the provisions of the Companies Act,
2013 and the rules thereunder (“Act”). If circumstances
require, the Board may also declare dividend out of
accumulated profits of any previous financial year(s) in
accordance with provisions of the Act and Regulations,
as applicable.

4. Interim and Final Dividend

The Board may also declare interim dividends during a
financial year. Additionally, the Board may recommend
final dividend for the approval of the shareholders at the
annual general meeting of the Company. The date of the
Board meeting in which the dividend proposal will be
considered will be provided to the stock exchange/s as
required by the Regulations.

5. Circumstances under which shareholders may or
may not expect Dividend

The Board will assess the Company''s financial
requirements, including present and future organic and
inorganic growth opportunities and other relevant factors,
and declare dividend in any financial year after taking
these into account. Further, the Board shall take into
consideration the advice of the executive management
of the Company and the planned and further investments
for growth apart from other parameters set out in this
Policy.

Notwithstanding the above, the Board may not declare
or recommend dividend for a particular period if it is of
the view that it would be prudent to conserve capital for
the then ongoing or planned business expansion or other
factors which may be considered by the Board such as
the following circumstances:

• Whenever the Company undertakes or proposes to

undertake a significant expansion project

requiring higher allocation of capital;

• Whenever there is a need for significantly higher

working capital requirements adversely

impacting free cash flow;

• Whenever it undertakes any acquisitions or joint
ventures requiring significant allocation of capital;
and

• In the event of inadequacy of profit or whenever the
Company has incurred losses.

6. Some financial parameters and other internal
and external factors that could be considered for
declaration of Dividend:

• Distributable surplus available as per the Act and
Regulations;

• The Company''s liquidity position and future cash
flow needs;

• Track record of dividends distributed by the
Company;

• Payout ratios of comparable companies;

• Prevailing taxation policy or any amendments
expected thereof, with respect to dividend
distribution;

• Capital expenditure requirements considering
expansion and acquisition opportunities;

• Cost and availability of alternative sources of
financing;

• Stipulations/ covenants of loan and other financing
agreements;

• Macroeconomic and business conditions in general;

• Providing for unforeseen events and contingencies
with financial implications; and

• Any other relevant factors that the Board may deem
fit to consider before declaring dividend.

7. Utilization of retained earnings

The Company shall endeavor to utilise the retained
earnings in a manner which shall be beneficial to the
interests of the Company and also its shareholders.
Subject to applicable law, the Company''s retained
earnings shall be applied for:

• Funding inorganic and organic growth needs
including working capital, capital expenditure,
repayment of debt, etc.;

• Buyback of shares subject to applicable limits;

• Payment of dividend in future years;

• Issue of bonus shares; or

• Any other permissible purpose.

8. Modification of the Policy

The Board is authorised to change / amend this Policy
from time to time at its sole discretion taking into account
the national or global economic conditions, Company''s
growth, financial position and investment plans and / or
in pursuance of any amendments made to the Act the
Regulations or any other applicable law.

9. Disclaimer

This document does not solicit investments in the
Company''s securities, nor is it an assurance of
guaranteed returns (in any form), for investments in the
Company''s equity shares.

10. Parameters that shall be adopted with regard to
various classes of shares

The Company has issued only one class of shares viz.
equity shares. The parameters for dividend payments in
respect of any other class of shares will be as per the
respective terms of issue and in accordance with the
applicable law, and will be determined, if and when the
Company decides to issue such other classes of shares.

11. Conflict in Policy

In the event of any conflict between this Policy and the
provisions contained in the Act and/or the Regulations,
the Act and /or the Regulations shall prevail.

II. Codes

i. Code for fair disclosure of unpublished
price sensitive information and Policy for
determination of legitimate purposes

The Board earlier adopted the internal Code of
Conduct (‘ICCPIT'') for Regulating, Monitoring and
Reporting of Trades under the SEBI (Prohibition of
Insider Trading) Regulations, 2015 (PIT) and the
same was effective from June 20, 2015.

Thereafter, the PIT Regulations were amended, and
the ICCPIT was amended suitably.

Aims of the ICCPIT

It is mandatory under the SEBI LODR, that every
listed entity should have a framework to avoid insider
trading and abusive self- dealing.

Further, Regulation 8 (1) of the PIT Regulations,
2015 mandates that listed companies formulate
and display on their website a code of practices and
procedures for fair disclosure of unpublished price
sensitive information by adhering to the principles
as set out in the Regulations. The principles of
fair disclosure are also a part of ICCPIT, and the
Company is compliant in this regard.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/iccpit_jun_20.pdf

ii. Code of Conduct for Board Members and
Designated Employees (CCBE)

The SEBI LODR 2015 provides specific regulation
with respect to the CCBE. The CCBE originally
adopted by the Board was amended suitably.

Aims of CCBE

The CCBE envisages that the Board and Designated
Employees must act within the boundaries of the
authority conferred upon them, and with a duty to
comply with the requirements of applicable laws,
while discharging their duties and responsibilities.
The principles prescribed in the CCBE are general in
nature, and lay down broad standards of compliance
and ethics, as required by Regulation 17 (5) (a)
and 26 of the SEBI LODR, 2015. The Board and
Designated Employees shall also refer to other
applicable policies and procedures of the Company
for specific instructions and guidelines, which are to
be read in conjunction with the CCBE.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/ccbe_nov_18_v1.pdf

iii. Code of Conduct for Independent Directors
(CCID)

The Board adopted the Code of Conduct for
Independent Directors (CCID) and the same was
effective from November 13, 2014. As the SEBI
LODR provides specific regulation with respect to
the CCID, the CCID originally adopted by the Board
was amended suitably.

Aims of the CCID

To provide guidance for the professional conduct of
Independent Directors (IDs) of the Company in order
to adhere to desired standards by the IDs, and for
fulfillment of their responsibilities in a professional
and faithful manner, so as to promote confidence in
the investment community, particularly stakeholders,
regulators etc.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/ccid_mar_16.pdf

15. i. Annual Evaluation by the Directors

Pursuant to the provisions of the Companies Act,
2013 read with the rules issued thereunder and the
SEBI Listing Obligations & Disclosure Requirements
Regulations, 2015 (including any statutory
modification(s) or re-enactment(s) for the time being
in force), the process for evaluation of the annual
performance of the Directors, Board and various
Committees was carried out. Regulation 17 of the
SEBI Listing Obligations & Disclosure Requirements
Regulations, 2015 mandates that the Board shall
monitor and review the Board evaluation framework.

The Companies Act, 2013 states that a formal
annual evaluation needs to be made by the Board of
its own performance and that of its committees and
individual Directors.

The Independent Directors at their separate meeting
held on March 25, 2025 reviewed the performance
of Non- Independent Directors, the Board as a whole
and the Chairperson of the Company. This was done
after taking into account the views of Executive
Director and Non- Executive Directors, as well as
evaluating the quality, quantity and timeliness of
flow of information between the Management and
the Board necessary for the Board to effectively and
reasonably perform its duties.

This evaluation covered various aspects of the
Board''s functioning such as adequacy of the
composition of the Board and its Committees,
execution and performance of specific duties,
obligations and governance.

ii. Familiarization Programme for Independent
Directors:

The Company''s Board is diverse with Independent
Directors (IDs), who are highly qualified with rich
experience. IDs had / have been associated with
various Government agencies and departments,
and have been associated with various corporate
and business organizations including the Company.
They are familiar with the Company''s business
activities. Moreover, the Company provides them
updates by providing a regular brief on the operations

as well making suitable arrangements for visits by
the Independent Directors to the NKP site.

For more detail, kindly refer to the link: https://
nirlonltd.com/pdf/reg_46_pdf/famil_prog_ids_
fy_2024_25.pdf

iii. Declaration by and Tenure of the Independent
Directors (IDs)

All IDs have given declarations that they meet the
criteria of independence, and are not disqualified to
act as IDs as laid down under Section 149(6) of the
Act and the relevant regulation of this SEBI LODR.
Letters of appointment / re-appointment were
issued to IDs and the same were uploaded on the
Company''s website. For more detail, kindly refer to
the links:

• https://www.nirlonltd.com/pdf/20242025/re_
appt_ letter_mr_rajinder_pal_singh_may_2024.
pdf

• https://www.nirlonltd.com/pdf/20242025/re_
appt_ letter_ms_anjali_seth_may_2024.pdf

• https://www.nirlonltd.com/pdf/appt_letter_mr_
sridhar_srinivasan_sep_2020.pdf

The Board of Directors of the Company have confirmed
that the Independent Directors meet with the Criteria as
laid down under the Companies Act, 2013 and the SEBI
LODR, 2015.

iv. Directors'' Responsibility Statement

To the best of your Directors'' knowledge and belief
and according to the information and explanations
obtained by them, your Directors make the following
Statements in terms of Section 134 (3) (c) and 134
(5) of the Act:

a. that in the preparation of the Annual Financial
Statements for the Year ended March 31, 2025
the applicable accounting standards have been
followed along with proper explanations relating
to material departures, if any;

b. that the Directors have selected such accounting
policies as mentioned in Notes to the Financial
Statements and have 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 at March 31, 2025, and of the Profit of the
Company for the Year ended on that date;

c. that the Directors have taken proper and
sufficient care for the maintenance of adequate

accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d. that the Directors have prepared the annual
Financial Statements on a going concern basis;

e. that the Directors have laid down proper internal
financial controls to be followed by the Company,
and that such internal financial controls are
adequate and were operating effectively; and

f. that the Directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws, and that such systems were
adequate and operating effectively.

v. Number of Board, Audit and other Committee
Meetings

A calendar of Meetings is prepared and circulated in
advance to Directors. During the Year, five (5) Board
Meetings, four (4) Audit, four (4) Stakeholders''
Relationship, two (2) Risk Management, three (3)
Nomination and Remuneration, four (4) Corporate
Social Responsibility Committee and one (1)
Independent Directors'' Meetings were convened
and held.

The details of these Meetings are given in the
Corporate Governance Report. The intervening
gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors'',
pursuant to Section 149 (7) read with Schedule
IV of the Companies Act, 2013 and Regulation 25
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 was held on
March 25, 2025.

16. Promoters & Key Managerial Personnel

a. Promoters

i. Mr. Kunal V. Sagar

ii. Mr. Rahul V. Sagar

iii. Mrs. Rajani M. Bhagat

iv. Reco Berry Private Limited (w.e.f. April 28,
2015)

b. Key Managerial Personnel

i. Mr. Rahul V. Sagar, Executive Director & Chief
Executive Officer

ii. Mr. Jasmin K. Bhavsar, Company Secretary &
Vice President (Legal) & Compliance Officer

iii. Mr. Manish B. Parikh, Chief Financial Officer &
Vice President (Finance)

There was no change in the Key Managerial
Personnel of the Company during the F.Y 2024-25.

17. Loan, Guarantees, Security & Investment

The Company has not made any loan, or given any
guarantee, or provided security to any person, and has
not made any investment that attracts the provisions of
Section 186 of the Companies Act, 2013, during the F.Y.
2024 -25.

18. Borrowing from Directors

The Company has neither borrowed money from
Directors nor relatives of Directors during the F.Y. 2024¬
25.

19. Disclosure of loans and advances in the nature
of loans to firms / companies in which Directors /
Promoters / KMPs are interested

The Company has neither given any loans nor advances
in the nature of loans to firms / companies in which
Directors / Promoters / KMPs are interested during the
F.Y 2024-25.

20. Holding, Subsidiary & Associate Company

By virtue of the notification of the relevant provisions of
the Companies (Amendment) Act, 2017 on February 9,
2018, it has been clarified that for the purpose of the
definition of the term “holding company”, the expression
“company” will also include a “body corporate”.

The term “body corporate” includes a company
incorporated outside India. Accordingly, the purview of
the definition of the term “holding company” has now
been extended to companies incorporated outside India
as well.

In view of the above amendment, Reco Berry Pvt. Ltd. is
the holding company of Nirlon Limited for the purposes
of the Act.

Save and except the above, the Company is not a
holding, a subsidiary, or an associate company of any
company and vice versa.

21. Fixed Deposits & Debentures

The Company has neither accepted, nor invited any
fixed deposits during the F.Y under review.

The Company has also not issued any debentures during
the Financial Year under review.

22. Transfer of any amount to the Investor Education
and Protection Fund (IEPF)

• There is no amount lying with the Company as
unpaid / unclaimed with respect to any debenture
redemption amount and / or fixed deposit, and / or
any outstanding interest thereon.

• As on March 31, 2025, the following amounts are
outstanding under unclaimed / unpaid dividend
accounts maintained with HDFC Bank Ltd.

Dividend for the F.Y.	Unclaimed/ unpaid Dividend accounts Outstanding amounts with the Bank
2017-18	15,52,076.25
2018-19	15,58,163.25
2019-20	15,63,111.25
2020-21	148,11,110.00
2021-22 INTERIM	108,59,624.00
2021-22	83,69,662.00
2022-23 INTERIM	89,79,506.00
2022-23	71,69,391.00
2023-24 INTERIM	75,65,032.00
2023-24	147,10,175.00
2024-25 INTERIM	230,79,771.00

Please note:

> The Company has already transferred the unclaimed
/ unpaid Dividend amounts for the F.Y. 2016-17 to
the IEPF as required under the Companies Act and
the IEPF Rules.

> The Company has also transferred Shares on which
dividends are unclaimed / unpaid dividend amounts
for the seven (7) consecutive years commencing
from the F.Y. 2016-17 to the IEPF as required under
the Companies Act and the IEPF Rules.

> The Company will be required to transfer the
unclaimed / unpaid dividend amounts declared by
the Company for the F.Y. 2017-18 to the IEPF.

> The Company will also be required to transfer
Shares on which dividends are unclaimed / unpaid
dividends for the seven (7) consecutive years
commencing from the F.Y. 2017-18 to the IEPF.

> Concerned Members/Claimants are requested to
claim their respective dividends from the Company
on or before Thursday, October 30, 2025.

For more details please refer to Note no. 12 of the
66^th AGM Notice.

23. Authorized Share Capital, Paid up Capital & Listed
Capital of the Company

i. The Authorized Share Capital

''150,00,00,000.00 divided into 15,00,00,000 equity
shares of ''10.00 each

ii. The Paid up Share Capital

''90,11,80,400.00 divided into 9,01,18,040 equity
shares of ''10.00 each.

The Company''s paid up share capital is listed on
the BSE Limited with the Security Code 500307 with
ISIN INE910A01012.

iii. Buy Back of Securities

The Company has not bought back any of its
securities during the Year under review.

iv. Sweat Equity

The Company has not issued any Sweat Equity
Shares during the Year under review.

v. Bonus Shares

No Bonus Shares were issued during the Year under
review.

vi. Employees Stock Option Plan

The Company has not provided any Stock Option
Scheme to its employees.

24. Fraud Reporting

During the Year under review, there was no fraud
reported.

25. Internal Financial Controls

Adequate internal financial controls with reference to the
Financial Statements were in place.

During the Year under review, such controls were tested
and no reportable material weakness in design or
operation was observed.

26. Risk Management

Pursuant to section 134 (3) (n) of the Companies Act,
2013, The Company has developed and implemented
a Risk Management Policy which identifies major risks
which may pose a serious threat for the Company.

Risk mitigation processes and measures have also been
formulated and clearly spelt out in the Risk Management
Plan / Policy.

27. The details of difference between amount of the
valuation done at the time of a one-time settlement
and the valuation done while taking a loan from
Banks or Financial Institutions, along with the
reasons thereof during the F.Y. 2024-25 and the date
of the Directors'' Report

There was no instance of one-time settlement with any
Bank or Financial Institution.

28. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the Year along with the
status as at the end of the F.Y. 2024-25

There is no application made, or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

29. Related Party Transactions

The Company had the following related party transactions
during the F.Y 2024-25:

i. The payment of Managerial remuneration to
Mr. Rahul V. Sagar, Executive Director & Chief
Executive Officer and KMPs of the Company;

ii. Recovery of CAM from Manisha Trading and
Investment Pvt. Ltd.;

iii. Payment of dividend declared by the Board and
Members of the Company; and

iv. Obligations under the Third Management Services
Agreement (TMSA) leave and license agreement
and fees payable to Nirlon Management Services
Pvt. Ltd. (NMSPL).

Please Note: The transactions in (iv) above were
already approved by Audit Committee and Board of
Directors of the Company at their Meeting held on March

22, 2024 respectively effective from April 1, 2024 for a
period of 3 (three) years. The Company legal Advisors
confirmed that as the value of the TMSA as on execution
date of does not exceed ''1,000.00 crore and / or 10%
of turnover of the Company and hence, the same is not
subject to the Members'' approval.

• None of the Directors of the Company has received
any Commission from the Company.

• None of the Directors and Key Managerial Personnel
save and except as stated above, has any a
pecuniary relationship or transactions vis-a-vis the
Company.

• As required by the Companies Act, 2013, complete
details of all related party transactions are provided
for in Form AOC-2 attached as Annexure 5A to this
Report.

• Related Party Disclosures under part A in Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are attached as
Annexure 5B to this Report.

30. Details of Significant & Material Orders Passed by
the Regulators or Courts or Tribunals impacting the
Going Concern Status & the Company''s Operations
in Future

There are no material orders passed by Regulators /
Courts which would impact the going concern status of
the Company and its future operations.

31. Spending on the Corporate Social Responsibility
Programme

With respect to the F.Y 2024-25, two (2) % of the average
net profits of the Company made during the three (3)
preceding financial year amounted to ''482.75 lakh.

The Company has already spent ''517.07 lakh during the
F.Y 2024-25 under Section 135 of the Companies Act,
2013 and applicable rules made thereunder.

32. Intellectual Property Rights

The Company''s trade mark / service mark, logo/s,
and copyrights are registered and protected under the
respective statutes.

33. Auditors

i. Statutory Auditors'' & their Report

Members of the Company at their 64^th AGM held on
September 15, 2023 appointed SRBC & Co LLP,
Chartered Accountants, Mumbai (registration number
324982E / E300003) as the Statutory Auditors of the
Company to hold office from the conclusion of the 64^th
AGM until the conclusion of the 69^th AGM to conduct
audits from the F.Y. 2023 -24.

The Board, based on the recommendation of the
Audit Committee has fixed the remuneration of the
Statutory Auditors'' for the F.Y. 2024-25.

ii. Auditors'' Report

a. The observations made by the Auditors in the
Report referring to Notes forming part of the
Accounts are self-explanatory, and therefore do
not require any further comments under Section
134 (3) (f) of the Companies Act, 2013.

b. There is no qualification in the Audit Report
and a certificate to that effect is attached to this
Report as Annexure 1.

iii. During the F.Y 2024-25, the Company paid / payable
''53.70 lakh (being the total fees paid for all services
on a consolidated basis to the Statutory Auditors of
the Company including out of pocket expenses) i.e.
''27.00 lakh towards Statutory Audit fees, ''19.50
lakh towards Quarterly Limited Reviews, ''6.50 lakh
towards the Tax Audit and ''0.70 lakh towards out of
pocket expenses.

iv. The Company has not paid any fees to the Network
Firms of the Statutory Auditors of the Company
during the F.Y. 2024-25.

v. Internal Auditors

KPMG Assurance & Consulting Services LLP has
been appointed as the Internal Auditors of the
Company by the Board for the F.Y 2025-26 based
on the recommendation of the Audit Committee.

vi. Secretarial Auditors & Secretarial Audit Report
a. Pursuant to the provisions of Section 204 of

the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company

appointed, subject to approval by the Members
of the Company at this AAGM Alwyn Jay & Co.,
a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company
from the F.Y 2025-26 to 2029-30.

Accordingly, the consent of Members is sought
for passing an Ordinary Resolution, as set out
at Item no. 6 of the Notice.

b. There is no qualification in the Secretarial Audit
Report.

c. The Secretarial Audit Report for the F.Y. 2024¬
25 is annexed as Annexure 2.

vii. Cost Auditors & Cost Audit Records

The Companies (Cost Records and Audit) Rules,
2014 read along with Companies (Cost Records and
Audit) Amendment Rules, 2014, specifies criteria for
specified industries which are required to maintain
cost records and get them audited.

The Company''s business as an Industrial Park is
covered under Clause 5 (a) of Schedule VI of the
Companies Act, 2013 and its turnover is also in
excess of ''100.00 crore. It is, therefore, required to
maintain cost records which should be audited by a
practicing Cost Auditor.

a. In view of the above provisions of the Act,
the Board, based on the recommendation
of the Audit Committee, has approved the
appointment and remuneration of Vinay Mulay
& Co., Mumbai to conduct the audit of the cost
records of the Company for the financial year
ending March 31, 2026.

b. In accordance with the provisions of Section
148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the
remuneration payable to the Cost Auditor as
recommended by the Audit Committee and
approved by the Board of Directors, has to be
ratified by Members of the Company.

Accordingly, the consent of Members is sought
for passing an Ordinary Resolution, as set
out at Item no.7 of the Notice, for ratification of
the remuneration payable to the Cost Auditor for
the financial year ending March 31, 2026.

34. Conservation of Energy, Technology Absorption &
Foreign Exchange Earning and Outgo

As required under Section 134 (3) (m) of the Companies
Act, 2013 read with read with Rule 8 of the Companies
(Accounts) Rules, 2014, the particulars relating to the
conservation of energy, technology absorption and
foreign exchange earnings and outgo were as under:

a. The Company has no manufacturing activities
relating to conservation of energy.

b. i. There is no research and development

expenditure as the same is not applicable.

ii. The Company has no activity relating to
technology absorption and innovation.

c. The Company has incurred ''Nil towards travel
expenses in foreign currencies, and the Company
has no foreign exchange earnings.

d. The Company has incurred professional fee
expenses in foreign currency aggregating to ''56.78
lakh.

35. Details of Appointment & Remuneration of
Managerial Personnel and Top 10 Employees

The information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Managerial
Personnel and Top 10 Employees of the Company forms
a part of this Report as Annexure 3.

Please Note:

• During the F.Y. 2024-25, there were 3 (three) male
employees and all were Key Managerial Personnel
i.e. Executive Director & Chief Executive Officer,
Company Secretary and Chief Financial Officer.

36. Remuneration Ratio of the Directors / Key Managerial
Personnel / Employees

The information required pursuant to Section 197
read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
in respect of Managerial Personnel, Directors and
Employees of the Company is furnished in Annexure 4.

37. Corporate Governance Disclosure

The Company adheres to the principles of Corporate
Governance mandated by the SEBI under SEBI LODR
(as applicable), and has complied with all mandatory
requirements. The non-mandatory requirements have
been complied with to the extent practical and applicable.

A separate section on Corporate Governance, Annexure
6 to this Report, and a certificate from Alwyn Jay &
Co., the Practicing Company Secretaries confirming
compliance with Corporate Governance requirements as
applicable, form a part of this Report as Annexure 6.

38. Management Discussion and Analysis

Details are provided in Annexure 7 and form a part of
this Report.

39. Annual Return

Pursuant to Section 134 (3) (a) and Section 92 (3) of
the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, the Annual Return as on March 31, 2024 in Form
No.MGT-7 is available on the Company''s website and
can be accessed at the web link: https://nirlonltd.com/
pdf/20252026/form_mgt7_fy_2024_25.pdf

40. Share Transfer Agent (STA)

MUFG Intime India Pvt. Ltd. (formerly known as
“Link Intime India Pvt. Ltd.”), is the Company''s Share
Transfer Agent (the “STA”). The Register of Members,
Annual Returns etc. are maintained by the STA at their
Registered Office situate at C 101, 1^st Floor, Embassy
247, L.B. S. Marg, Vikhroli (West), Mumbai 400 083 and
/ or at such other place/s within the city of Mumbai where
the STA may have their office from time to time.

41. Enhancing Shareholders / Members Value

Your Company believes that its Members are among
its most important stakeholders. Accordingly, your
Company''s operations are committed to the pursuit of
achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth,
enhancing the Company''s productive asset and resource
base and nurturing its overall corporate reputation.

Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions
positively impact socio-economic factors, and contribute
to sustainable growth and development.

42. Secretarial Standards

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards, issued by the Institute of
Company Secretaries of India (ICSI), and such systems
are adequate and operating effectively.

43. Business Responsibility & Social Reporting (BRSR)

The BRSR is provided in Annexure 8 to this Report.

44. Disclosure as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Maternity Benefit Act, 1961

The Company revamped its Prevention of Sexual
Harassment Policy in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made
thereunder for the prevention and redressal of complaints
of sexual harassment at workplace.

It is important to note that there are only three (3) male
employees and all are Key Managerial Personnel of the
Company.

The Company has not received any sexual harassment
Complaint during the year review.

Disclosure relating to the Maternity Benefit Act, 1961

The Company has only three (3) male employees i.e.
Key Managerial Personnel and hence, the Maternity
Benefit Act 1961 is not applicable.

The Company did not have any worker or any female or
transgender employees during the year under review.

45. Large Corporate Entity

The Company has availed the Secured Loan from The
Hongkong and Shanghai Banking Corporation Limited
(“HSBC”). This secured Loan facility has been rated
and re-affirmed by Crisil Ratings as AA /Stable as on
the date of this Report.

In view of the above secured borrowing by the Company,
the Company neither can be identified nor be considered
/ classified as a Large Corporate Entity for the Financial
Year 2025-2026 as per the SEBI Circular No.: SEBI/
HO/DDHS/CIR/P/2021/613 dated August 10, 2021 (as
amended) read with SEBI / Circular No.: SEBI/HO/DDHS/
DDHS-RACPOD1/P/CIR/2023/172, SEBI Circular dated
October 19, 2023 (“SEBI Circulars”).

46. Acknowledgements

Your Directors record their appreciation for the services
rendered by KMPs. They acknowledge and record their
appreciation for the co-operation and assistance rendered
by The Hongkong & Shanghai Banking Corporation Ltd.,
Banks, and various Government authorities at State and
Central levels.

Your Directors thank all stakeholders for their continued
support. Directors would also like to place on record
their sincere appreciation for the co-operation received
from the RBI, SEBI, BSE Limited, CDSL, NSDL, SHCIL,
MCGM and all other statutory and / or regulatory bodies.

For and on behalf of the Board of Directors
Nirlon Limited

Sd/- Sd/-

Anjali Seth Rahul Sagar

Director Executive Director & C.E.O.

DIN: 05234352 DIN: 00388980

Mumbai, August 11, 2025

1

The Statement of Standalone Financial Results has
been prepared in accordance with the Companies
(Indian Accounting Standards) Rules, 2015 (Ind AS)
prescribed under Section 133 of the Companies Act,

---

Mar 31, 2023

The Directors present their 64^th Annual Report along with the Audited Financial Accounts for the Financial Year (“F.Y.”) ended March 31, 2023.

1. ‘Financial Performance

The Company''s Financial Performance for the F.Y ended March 31, 2023 is summarized below:

(Rs. in Crore]
Particulars	2022-23	2021-22
Gross Income from Operations	575.60	386.72
Gross Profit	460.98	300.12
Interest Paid	125.68	34.59
Cash Profit	335.30	265.53
Depreciation	102.77	75.48
Net Profit for the Year before Tax:	232.53	190.05
Tax Expense	74.62	79.24
Net Profit for the Year after tax	157.91	110.81
Interim Dividend of ''15.00 per share paid on the face value of equity shares of ''10.00 each	135.18	135.18
Proposed Final Dividend of ''11.00 per share to be paid on the face value of equity shares of ''10.00 each	99.13	99.13

‘The Statement of Standalone Financial Results has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

2. Market Capitalisation Ranking on BSE Limited

Your Company has been ranked by the BSE Limited at Sr. No. 591 (previous F.Y i.e. 2021-22 at sr. no. 557) out of the top 1,000 listed companies based on Market Capitalization as on March 31, 2023.

3. Financial Operations (Summary)

i. Gross Income from Operations for the F.Y. 202223 was ''575.60 crore as against ''386.72 crore for the F.Y. 2021-22.

ii. Gross Profit for the F.Y 2022-23 was ''460.98 crore as against ''300.12 crore for the F.Y. 2021-22.

iii. Cash Profit for the F.Y 2022-23 was ''335.30 crore as against ''265.53 crore for the F.Y. 2021-22.

iv. Net Profit for the F.Y 2022-23 (after taxes) was ''157.91 crore as against a profit of ''110.81 crore for the F.Y. 2021-22.

v. An Interim Dividend of ''135.18 crore was paid during the F.Y 2022-23, and a Final Dividend of ''99.13 crore for the F.Y. 2022-23 is proposed to be paid.

vi. Implication of Old versus New Income Tax Regimes:

To maintain flexibility for any future restructuring opportunities, the Company continues under the Old Tax Regime as the decision to change to the New Tax Regime is irrevocable.

4. The Company'' Business Activity

The Company is in the business of development and managing an Industrial Park, and during the Year under review, there is no change in the business activity of the Company.

5. Finance & Material Changes affecting the Financial Position of the Company

There is no material change and commitment affecting the financial position of the Company which has occurred during the F.Y. 2022-23, or from then on till the date of this Report.

The Company has changed its depreciation method from Written Down Value (WDV) to Straight Line Method (SLM) effective from October 1,2022.

6. Reserves

The Board of Directors do not propose to transfer any amount to the General Reserve account in the Balance Sheet for the F. Y 2022-23.

7. Dividend

For the Year under review, the Board of Directors at their meeting held on February 9, 2023 declared an interim dividend of ''15.00 per equity share of ''10.00 each (@150%) amounting to ''135.18 crore, and the same was paid to the Shareholders.

Further, the Board of Directors, at their meeting held on May 23, 2023, recommended a final dividend of ''11.00 per equity share of ''10.00 each (@ 10 %) amounting to ''99.13 crore, subject to the approval of Members of the Company at their 64^th AGM.

Dividend will be paid to Members whose names appear in the Register of Members as on Monday, September 4, 2023 (“the Record Date”).

In respect of shares held in Dematerialized Form, dividend will be paid to Members whose names are furnished by the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), as Beneficial Owners as on the Record Date.

8. Development, Management and Operations of the Industrial Park / Information Technology (IT) Park,

i.e. Nirlon Knowledge Park (NKP) - Goregaon (East), Mumbai. and Future Outlook

Nirlon Limited is the owner of NKP, an approx. 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtra''s (GOM) Policy. The current FDI Policy of the GOI permits 100% FDI in Industrial Parks.

i. Construction, Delivery of Licensed Premises, and License Fee Commencement

The planning for the development of NKP in phases began in 2006 and construction in April / May 2007. Currently, all 5 (five) phases of development have been completed.

Phases 1-5

A total of approx. 47.63 lakh sq. ft. area has been constructed in Phases 1-5 corresponding to approx. 30.58 lakh sq. ft. of licensable area. License fees for Phases 1-4 continued to be received by the Company through F.Y 2022-23. License Fees from Phase 5 have commenced from May 15, 2022, and are recognised in the Profit & Loss Account as per Ind AS, w.e.f. December 15, 2021, i.e. the date of completion of Phase 5.

Please Note:

The total constructed area of approx. 47.63 lakh sq.ft. for Phases 1-5, includes 2 (two) levels of basements in Phases 1, 2 and 3 and 1 (one) level of basement, the ground floor (part), mezzanine and four (4) upper levels of parking in Phase 4, as well as a 10 (ten) floor (G 9) multi level car parking (MLCP) (which also has 2 (two) basements) housing utilities,

i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2. Phase 5 has 3 (three) levels of basements in block B9, B10 & B11 and seven upper levels of parking in block B11.

The Company has completed the development of Phase 5, and received the OC on June 18, 2021. The Company licensed the entire licensable area of approx.11.60 lakh sq.ft. to J.P.Morgan Services India Pvt. Ltd. (“JPM”). Further particulars are provided in Annexure 7 to this Report, i.e. Management Discussion and Analysis.

ii. License Fees

During the Year under review, gross license fees aggregated approx. ''515.12 crore (as per Ind AS).

iii. Marketing

Phases 1-5 of NKP continue to be in excess of 99.00% licensed (for the Quarter ended June 30, 2023) to reputed international and Indian corporates.

The Company has always made a specific effort to license its development to well-regarded Corporates, and the campus remains operational and functional in all respects.

iv. Financing

a. The outstanding secured loan amounts as on March 31, 2023 aggregated to ''1,150.00 crore (as per IGAAP).

b. The Company''s secured debt up to May 2, 2022 was provided by HDFC Limited (“HDFC”).

c. On May 02, 2022, the Company re financed its entire HDFC debt by availing a loan of ''1,230.00 crore as a Green Loan with a sublimit of ''80.00 crore by way of an Overdraft limit from The Hongkong and Shanghai Banking Corporation Limited (“HSBC”), and paid all its dues of ''1,179.86 crore to HDFC on May 02, 2022. The Company executed and registered a Mortgage Deed by creating a first and exclusive charge in favour of HSBC by mortgaging the Company''s immovable property, i.e. land, buildings and structures standing on the land situate at Goregaon (East), Mumbai 400 063 as per the facilities documents executed by and between the Company and HSBC.

d. Crisil Ratings has assigned ‘CRISIL AA / Stable'' rating to this HSBC facility and the same rating continues till date.

9. The Company''s business plan continues to be to offer office space in NKP on a leave and license basis only.

10. Nirlon House

The Company continues to co-own 75% undivided interest in approx. 45,475 sq.ft. of area in the Nirlon House building in a prime location on Dr. A. B. Road, Worli in Central Mumbai.

11. A. Property Management Functions as per the Execution of the New Management Services Agreement with Nirlon Management Services Pvt. Ltd. w.e.f. October 1, 2020 to March 31, 2024

i. Reco Berry Private Limited (Reco) of Singapore, an affiliate of GIC, the Sovereign Wealth Fund of Singapore and Mr. Kunal Sagar, Mr. Rahul Sagar, Alfano Pte Limited and Deltron Pte Limited (“Promoters”) had entered into Share Purchase and Shareholders Agreements dated December 23, 2014 (“Shareholders Agreement”), pursuant to which Nirlon Management Services Pvt. Ltd. (“NMSPL") was incorporated under the provisions of the Companies Act, 2013 effective from October 7, 2015. The Shareholders Agreement contains various shareholder related rights and obligations and provisions pertaining to third party transfers, transfer restrictions, anti-dilution rights, management of the Company, observer appointment and veto rights. The key provisions of the Shareholders Agreement have been incorporated in the Articles of Association of the Company which can be accessed at the following link on the website of the Company www.nirlonltd.com.

ii. The Members'' of the Company by way of an Ordinary Resolution passed at their 57^th AGM held on September 20, 2016 approved interalia execution of a Management Services Agreement (“MSA”) with NMPSL w.e.f. October 1, 2016 to September 30, 2020.

iii. Thereafter, the Members'' of the Company, further, by way of an Ordinary Resolution passed at their 61^st AGM held on September 29, 2020 approved interalia execution of a New Management Services Agreement with NMPSL w.e.f. October 1, 2020 to March 31, 2024.

a. All interested Parties, as per law, abstained from voting on the above items.

b. The above MSA was entered in to for a period of 3.5 years and its term will be expiring on March 31, 2024.

B. Implementation / Commencement of Operations under the New Management Services Agreement

Effective from October 1, 2020, the Company has been receiving various management services from NMSPL under the New Management Services Agreement as contracted.

The Shareholding Pattern of NMSPL is given below:

Class A Shares
Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal Sagar	5,000	33.335
2.	Mr. Rahul Sagar	5,000	33.335
3.	Reco Fortius Pte Limited	5,000	33.33
	Total	15,000	100
Class B Shares
Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal Sagar	89,100	50
2.	Mr. Rahul Sagar	89,100	50
	Total	1,78,200	100
Class C Shares
Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Reco Fortius Pte Limited	3,16,800	100
	Total	3,16,800	100

12. The Board & its Committeesi. Board of Directors:

As on date, the total strength of the Board of Directors of the Company consists of 6 (six) Directors including 1 (one) Independent woman

Director. Of this number, 3 (three) Independent Non-Executive Directors, including 1(one) woman Director, constitute 50% of the total strength of the Board of Directors of the Company.

For more detail, please refer to the link:

https://www.nirlonltd.com/board-committees.html

Re-appointment of Directors at the 64^th AGM

A brief resume of the Directors seeking appointment / re-appointment at the 64^th AGM is as per the details given below:

• Re-appointment of Mr. Kunal Sagar (DIN

00388877), aged 55 years, as a Director who retires by rotation.

• Re-appointment of the following Independent Directors for a futher period of 5 (five) years w.e.f. May 13, 2024 :

> Mr. Rajinder Pal Singh (DIN 02943155),

age 71 years, and

> Ms. Anjali Seth (DIN05234352), age 64

years.

The Board recommends re-appointment of the above Directors.

For more details, please refer to Note no. 21 of the 64^th AGM Notice

a. Changes in the Board during the F.Y. 2022-23

• There was no change in the Board constitution during the F.Y. 2022-23.

b. The nature of each Director''s expertise, and the name of company / ies where they hold Chairmanships, Directorships and Memberships of Board / Committees and Shareholding, if any, as stipulated under the required Regulation of the SEBI Listing Obligations & Disclosure Requirements Regulations, 2015 as well as the justification for re-appointment of Mr. Kunal Sagar, Promoter Director, who retires by rotation at the ensuing AGM, and also for the re-appointment of Mr. Rajinder Pal Singh and Ms. Anjali Seth, as Non-Executive Independent Directors for a futher period of 5 ( five) years effective from May 13, 2024 respectively, are provided in this Report, and forms part of the Notice calling the 64^th AGM.

ii. Committees of the Board of Directorsa. Audit Committee

i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

b. Stakeholders Relationship Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

c. Nomination & Remuneration Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

d. Corporate Social Responsibility Committee

i. Mr. Sridhar Srinivasan , Chairman & NE & ID;

ii. Mr. Kunal Sagar, Promoter Director; and

iii. Mr. Rahul Sagar, Executive Director & Chief Executive Officer.

e. Risk Management Committee

i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID;

iii. Mr. Kunal Sagar, Promoter Director; and

iv. Mr. Rahul Sagar, Executive Director & Chief Executive Officer.

f. Independent Directors’ Committee

i. Mr. Rajinder Pal Singh, NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

*NE & ID means Non-Executive Independent Director

iii. Roles and Responsibilities of the Board Committees

a. Audit Committee (AC)

The AC of the Board played an important role during the Year under review, including recommending the appointment /re-appointment of, and co-ordinating with the Statutory Auditors, Internal Auditors, Cost Auditors and other Key Managerial Personnel of the Company.

The AC has also rendered guidance, inter alia, in the areas of corporate governance, internal audit, finance, taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of the Year to attend various aspects in the

interest of Members. With the compulsory dematerialisation of the Company''s shares and electronic mode of transfers, postal dispatches / e-mail correspondence which led to frequent complaints have been minimized.

As on March 31, 2023, approx. 97.43% of the Company''s total paid up equity share capital was held in Dematerialized Form, and there was no investor grievance / complaint pending.

c. Corporate Social Responsibility Committee (CSRC)

The Board formed a Corporate Social Responsibility Committee on September 23, 2014 and based on its recommendations the Company implemented activities under its CSR policy during the Year under review as per the Act.

d. Nomination & Remuneration Committee (NRC)

The NRC recommends to the Board the remuneration /compensation packages of the Executive Director and Key Managerial Personnel.

e. Risk Management Committee (RMC)

The Board formed a Risk Management Committee on September 23, 2014. During the Year under review, this Committee has continued to fulfill its role in, inter alia, identifying, evaluating and mitigating potential risks to the Company.

The Risk Management Committee met twice on July 26, 2022 and January 19, 2023.

f. Independent Directors'' Committee (IDC)

The Company has an Independent Directors'' Committee as required under the law.

For more detail on various Committees, please refer to the link/s:

i. https://www.nirlonltd.com/pdf/audit.pdf

ii. https://www.nirlonltd.com/pdf/stakeholders_ relationship.pdf

iii. https://www.nirlonltd.com/pdf/csr.pdf

iv. https://www.nirlonltd.com/pdf/nomination_ remuneration.pdf

v. https: / /www.nirlonlt d. com/pdf/ risk_ management.pdf

vi. https://www.nirlonltd.com/pdf/ind_directors. pdf

g. POSH Committee

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted a Committee which is responsible for redressal of complaints related to sexual harassment. It may be noted that the Company has only 3 (three) male employees.

During the Year under review, there was no complaint received pertaining to sexual harassment.

For more detail, please refer to the link: https:// www.nirlonltd.com/pdf/posh.pdf

13. Policies & Codes

SEBI introduced the SEBI LODR effective from December 1, 2015. The SEBI LODR provides, inter alia, various regulations, annexures and schedules, and hence all prescribed companies were required to comply with the SEBI LODR latest by March 31, 2016.

In view of the above and to meet with these requirements, the Company made suitable modifications to its existing polices, and also reviews the same from time to time. Your Company is compliant with the SEBI LODR.

I. Policies

i. Determination of Materiality of Events / Information (DMEI) Policy

Aims of the DMEI Policy:

The DMEI Policy for determination of materiality of events / information inter alia, aims to:

a. Ensure that all investors have equal access to important information that may affect their investment decisions;

b. Ensure that adequate and timely information is provided to investors;

c. Avoid establishment of a false market in the securities of the Company; and

d. Communicate the principles of materiality based on which the Company shall make disclosures of events or information.

For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/dmei_policy_mar_16.pdf

ii. Related Party Transaction (RPT) Policy

The RPT Policy is in accordance with the requirement of Regulation 23 of the SEBI LODR and Section 188 of the Companies Act, 2013, and is intended to ensure the proper approval and reporting of transaction/s between the Company and its Related Parties.

Aims of the RPT Policy

Inter alia, to disclose in the Financial Statements of the Company applicable transaction/s between the Company and Related Parties, as well as policies concerning transaction / s with Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/related_party_ transaction_policy_ apr_22.pdf

iii. Whistle Blower (WB) Policy

The Company has a vigil mechanism system called the Whistle Blower Policy to deal with instances of fraud and mis-management, if any.

Aims of the WB Policy

The WB Policy meets with the requirement of Regulation 22 of the SEBI LODR and Section 177 of the Act, and is intended to ensure that the Directors and Employees or any other person report their genuine concerns. During the Year under review, there was no case of whistle blowing reported.

For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/whistle_blower_policy_ feb_21_v3.pdf

iv. Corporate Social Responsibility (CSR) Policy

The CSR Policy is in compliance, with the Companies Act, 2013 (“the Act”)

Aims of the CSR Policy:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act;

b. To recommend the amount of expenditure to be incurred on CSR activities;

c. To monitor CSR activities; and

d. To ensure that the Company spends in every financial year, at least two (2) % of the average net profits of the Company made during the three (3) immediately preceding financial years on prescribed CSR activities.

Pursuant to Section 135 of the Companies Act, 2013 (“the Act”) and Companies (Corporate Social Responsibility Policy) Rules, 2014

1. Brief outline on the CSR Policy of the Company:

The Company is committed to creating socially inclusive communities. The Company is pursuing those social initiatives which are most beneficial to communities, especially those in close proximity to its location/s. Its CSR Policy is focused on promoting Education, providing Healthcare Services and Environmental Sustainability measures.

2.	Composition of the CSR Committee
	Sr.	Name of	Designation	Number of	Number of
	No.	Director	/ Nature of	meetings	meetings
			Directorship	of CSR	of CSR
				Committee	Committee
				held	attended
				during the	during the
				Year	Year
	1	Mr. Sridhar	Non-Executive	4	4
		Srinivasan	Independent
		(Chairman of the CSR	Director
		Committee)
	2	Mr. Kunal	Promoter	4	4
		Sagar	Director
	3	Mr. Rahul	Executive	4	4
		Sagar	Director & Chief Executive Officer

3. Provide the web-link(s) where Composition of the CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company

• https://www.nirlonltd.com/pdf/csr.pdf

• https://www.nirlonltd.com/pdf/policies/csr_policy_ may_22_v4.pdf

• https://www.nirlonltd.com/pdf/csr/csr_ project_2022-23.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable Not Applicable

5. (a) Average net profit of the company as per sub-section

(5) of section 135 of the Companies Act, 2013

''17,115.58 lakh

(b) Two percent of average net profit of the company as per sub-section (5) of section 135 of the Companies Act, 2013

''342.31 lakh

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years

NIL

(d) Amount required to be set-off for the financial year, if any

''105.02 lakh

(e) Total CSR obligation for the financial year [(b) (c)-(d)] ''237.29 lakh

6. (a) Amount spent on CSR Projects (both Ongoing

Project and other than Ongoing Projects)

''349.92 lakh

(b) Amount spent in Administrative Overheads NIL

(c) Amount spent on Impact Assessment, if applicable Not Applicable

(d) Total amount spent for the Financial Year [(a) (b) (c)] ''349.92 lakh

(e) CSR amount spent or unspent for the Financial Year:

NIL

v. Nomination & Remuneration (NR) Policy

The NR Policy is in compliance with Section 178(1) of the Companies Act, 2013, and Regulation 19 read with Part D of Schedule II of the SEBI LODR.

Aims of the NR Policy:

a. To guide the Board in relation to appointment and removal of Directors and Key Managerial Personnel;

b. To evaluate the performance of the Members of the Board, and to provide necessary reports to the Board for further evaluation of the Board;

c. To recommend to the Board levels of remuneration / compensation payable to Directors and Key Managerial Personnel and other related matters.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/nomination_ and_remuneration_policy_ver_3.pdf

vi. Risk Management (RM) Policy

The Regulation 21of the SEBI LODR provides applicability for a Risk Management Committee and Risk Management Plan for the top 1000 listed companies based on market capitalization as at the end of the immediate previous financial year.

Aims of the RM Policy

The Company has instituted the RMC / RM Policy for better safeguarding business continuity, operations and timely assessment of potential risk, as well as risk mitigation and minimization procedures.

For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/risk_mgmt_policy_ mar_16.pdf

vii. Preservation of Documents (POD) Policy

Under Regulation 9 of the SEBI LODR, the Company is required to adopt the POD Policy.

Aims of the POD Policy

a. The POD Policy contains guidelines for identifying Documents that need to be maintained, the period of preservation of

such documents and the procedure for their destruction / disposal;

b. This Policy aims to provide an efficient and systematic control on the periodicity and destruction of business related documents.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/pod_policy_ mar_16.pdf

viii. Board Diversity (BD) Policy

The Policy sets out the approach to have diversity on the Board of the Company in terms of thought, experience, knowledge, perspective and gender, based on applicable laws, rules and regulations for the Company.

Aims of the BD Policy

The Company believes that a diverse Board will, amongst others benefits:

a. Enhance the quality of decision making and facilitate better business performance;

b. Encourage diversity of perspective, thereby fueling creativity and innovation;

c. Complement and expand the skills, knowledge and experience of the Board as a whole; and

d. Provide better Corporate Governance.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/board_ diversity_policy.pdf

ix. POSH Policy

Aims of the POSH Policy

The Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. All employees of the Company are covered under the Policy. Sexual harassment at the work place or other than work place if involving employees is a grave offence, and is therefore, punishable. The Company has constituted a POSH Committee.

During the Year under review, there was no complaint in this regard.

For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/policy_on_sexual_ harassment.pdf

x. Succession Policy (SP)

The Company is not required to have a SP for the following reasons:

a. A specific arrangement exists under the Management Services Agreement executed by and between the Company and Nirlon Management Services Pvt. Ltd. (NMSPL) wherein all services are required to be provided by NMSPL;

b. The Company has senior management to the extent required for statutory compliance only.

Should any potential vacancy arise in (b) above, appropriate replacements will be identified by the NRC and the Board.

xi. Dividend Distribution (DD) Policy

Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) require the top 1,000 listed entities (by market capitalisation) to disclose a dividend distribution policy in the annual report and on the corporate website.

The Company has its Board meeting held on June 30, 2020 adopted a DD Policy and uploaded the same on its website. Kindly refer to the link: https://www.nirlonltd.com/pdf/dvidend%20 distribution%20policyjun_2020.pdf

Aims of the DD Policy

The Company is committed to value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate strategy for both medium and long term value creation. Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, addressing the immediate as well as long term perspective.

Nirlon Limited’s Dividend Distribution Policy

1. Background and Applicability

Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) require the top 500 listed companies (by market capitalisation) to disclose a dividend distribution policy in the annual report and on the corporate website.

Nirlon Limited was ranked at 398 out of the top 500 companies based on the market capitalisation as on March 31, 2020 by the BSE.

The Board of Directors (“Board”) of Nirlon Limited (“Company”), at its meeting held on June 30, 2020, adopted this Dividend Distribution Policy (“Policy”) in order to comply with the above requirement as well as to establish the parameters to be considered by the Board before declaring or recommending any dividend keeping in view the Company''s long term growth objectives from internal cash accruals.

The Company currently has only one class of shares, viz. Equity, for which this Policy is applicable.

2. Dividend Distribution Philosophy

The Company is committed to value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium and long term value creation.

Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well long term needs of the business.

3. Dividend

Dividend represents the profit of the Company, which is distributed to shareholders in proportion to the amount paid- up on shares they hold. Dividend includes interim dividend. The dividend for any financial year shall normally be paid out of the Company''s profits for that year. This will be arrived at after providing for depreciation in accordance with the provisions of the Companies Act, 2013 and the rules thereunder (“Act”). If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) in accordance with provisions of the Act and Regulations, as applicable.

4. Interim and Final Dividend

The Board may also declare interim dividends during a financial year. Additionally, the Board may recommend final dividend for the approval of the shareholders at the annual general meeting of the Company. The date of the Board meeting in which the dividend proposal will be considered will be provided to the stock exchange/s as required by the Regulations.

5. Circumstances under which shareholders may or may not expect Dividend

The Board will assess the Company''s financial requirements, including present and future organic and inorganic growth opportunities and other relevant factors, and declare dividend in any financial year after taking these into account. Further, the Board shall take into consideration the advice of the executive management

of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

Notwithstanding the above, the Board may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board such as the following circumstances:

• Whenever the Company undertakes or proposes to undertake a significant expansion project requiring higher allocation of capital;

• Whenever there is a need for significantly higher working capital requirements adversely impacting free cash flow;

• Whenever it undertakes any acquisitions or joint ventures requiring significant allocation of capital; and

• In the event of inadequacy of profit or whenever the Company has incurred losses.

6. Some financial parameters and other internal and external factors that could be considered for declaration of Dividend:

• Distributable surplus available as per the Act and Regulations;

• The Company''s liquidity position and future cash flow needs;

• Track record of dividends distributed by the Company;

• Payout ratios of comparable companies;

• Prevailing taxation policy or any amendments expected thereof, with respect to dividend distribution;

• Capital expenditure requirements considering expansion and acquisition opportunities;

• Cost and availability of alternative sources of financing;

• Stipulations/ covenants of loan and other financing agreements;

• Macroeconomic and business conditions in general;

• Providing for unforeseen events and contingencies with financial implications; and

• Any other relevant factors that the Board may deem fit to consider before declaring dividend.

7. Utilization of retained earnings

The Company shall endeavor to utilise the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders. Subject to applicable law, the Company''s retained earnings shall be applied for:

• Funding inorganic and organic growth needs including working capital, capital expenditure, repayment of debt, etc.;

• Buyback of shares subject to applicable limits;

• Payment of dividend in future years;

• Issue of bonus shares; or

• Any other permissible purpose.

8. Modification of the Policy

The Board is authorised to change/amend this Policy from time to time at its sole discretion taking into account the national or global economic conditions, Company''s growth, financial position and investment plans and/or in pursuance of any amendments made to the Act the Regulations or any other applicable law.

9. Disclaimer

This document does not solicit investments in the Company''s securities, nor is it an assurance of guaranteed returns (in any form), for investments in the Company''s equity shares.

10. Parameters that shall be adopted with regard to various classes of shares

The Company has issued only one class of shares viz. equity shares. The parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with the applicable law, and will be determined, if and when the Company decides to issue such other classes of shares.

11. Conflict in Policy

In the event of any conflict between this Policy and the provisions contained in the Act and/or the Regulations, the Act and /or the Regulations shall prevail.

II. Codes

i. Code for fair disclosure of unpublished price sensitive information and Policy for determination of legitimate purposes

The Board earlier adopted the internal Code of Conduct (“ICCPIT”) for Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT) and the same was effective from June 20, 2015.

Thereafter, the PIT Regulations were amended, and the ICCPIT was amended suitably.

Aims of the ICCPIT

It is mandatory under the SEBI LODR, that every listed entity should have a framework to avoid insider trading and abusive self-dealing Further, Regulation 8(1) of the PIT Regulations, 2015 mandates that listed companies formulate and display on their website a code of practices and procedures for fair disclosure of unpublished price sensitive information by adhering to the principles as set out in the Regulations. The principles of fair disclosure are also a part of ICCPIT, and the Company is compliant in this regard.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/iccpit_jun_20.pdf

ii. Code of Conduct for Board Members and Designated Employees (CCBE)

The SEBI LODR 2015 provides specific regulation with respect to the CCBE. The CCBE originally adopted by the Board was amended suitably.

Aims of CCBE

The CCBE envisages that the Board and Designated Employees must act within the boundaries of the authority conferred upon them, and with a duty to comply with the requirements of applicable laws, while discharging their duties and responsibilities. The principles prescribed in the CCBE are general in nature, and lay down broad standards of compliance and ethics, as required by Regulation 17 (5) (a) and 26 of the SEBI LODR, 2015. The Board and Designated Employees shall also refer to other applicable policies and procedures of the Company for specific instructions and guidelines, which are to be read in conjunction with the CCBE.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/ccbe_nov_18_v1.pdf

iii. Code of Conduct for Independent Directors (CCID)

The Board adopted the Code of Conduct for Independent Directors (CCID) and the same was effective from November 13, 2014. As the SEBI LODR provides specific regulation with respect to the CCID, the CCID originally adopted by the Board was amended suitably.

Aims of the CCID

To provide guidance for the professional conduct of Independent Directors (IDs) of the Company in order to adhere to desired standards by the IDs, and for fulfillment of their responsibilities in a professional and faithful manner, so as to promote confidence in the investment community, particularly stakeholders, regulators etc.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/ccid_mar_16.pdf

14. i. Annual Evaluation by the Directors

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the SEBI Listing Obligations & Disclosure Requirements Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors, Board and various Committees was carried out.

Regulation 17 of the SEBI Listing Obligations & Disclosure Requirements Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

The Independent Directors at their separate meeting held on March 28, 2023 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company. This was done after taking into account the views of Executive Director and Non- Executive Directors, as well as as evaluating the quality, quantity and timeliness of flow of information between the Management and

the Board necessary for the Board to effectively and reasonably perform its duties.

This evaluation covered various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

ii. Familiarization Programme for Independent Directors:

The Company''s Board is diverse with Independent Directors (IDs), who are highly qualified with rich experience. IDs had / have been associated with various Government agencies and departments, and have been associated with various corporate and business organizations including the Company. They are familiar with the Company''s business activities. Moreover, the Company provides them updates by providing a regular brief on the operations as well making suitable arrangements for visits by the Independent Directors to the NKP site.

For more detail, kindly refer to the link: http://www. nirlonltd.com/pdf/familiarization_%20programme_ids.pdf

iii. Declaration by and Tenure of the Independent Directors (IDs)

All IDs have given declarations that they meet the criteria of independence and are not disqualified to act as IDs as laid down under Section 149(6) of the Act and the relevant regulation of this SEBI LODR.

Letters of appointment were issued to IDs and the same were uploaded on the Company''s website.

For more detail, kindly refer to the links:

• https://www.nirlonltd.com/pdf/appt_letter_mr_ rajinder_pal_singh_may_2019.pdf

• https://www.nirlonltd.com/pdf/appt_letter_ms_ anjali_seth_may_2019.pdf

• https://www.nirlonltd.com/pdf/appt_letter_mr_ sridhar_srinivasan_sep_2020.pdf

The Board of Directors of the Company have confirmed that the Independent Directors meet with the Criteria as laid down under the Companies Act, 2013 and the SEBI LODR, 2015.

iv. Directors'' Responsibility Statement

To the best of your Directors'' knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statements in terms of Section 134 (3) (c) and 134 (5) of the Act:

a. that in the preparation of the Annual Financial Statements for the Year ended March 31, 2023 the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements and have 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 at March 31, 2023, and of the Profit of the Company for the Year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the annual Financial Statements on a going concern basis;

e. that the Directors have laid down proper internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

v. Number of Board, Audit and other Committee Meetings

A calendar of Meetings is prepared and circulated in advance to Directors. During the Year, four (4) Board Meetings, four (4) Audit, four (4) Stakeholders'' Relationship, two (2) Risk, two (2) Nomination and Remuneration, four (4) Corporate Social Responsibility Committee Meetings were convened and held.

The details of these Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was held on March 28, 2023.

15. Promoters & Key Managerial Personnel

a. Promoters

i. Mr. Kunal Sagar

ii. Mr. Rahul Sagar

iii. Mrs. Rajani M. Bhagat

iv. Reco Berry Private Limited (w.e.f. April 28, 2015)

b. Key Managerial Personnel

i. Mr. Rahul Sagar, Executive Director & Chief Executive Officer

ii. Mr. Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) & Compliance Officer

iii. Mr. Manish B. Parikh, Chief Financial Officer & Vice President (Finance)

Mr. Manish B. Parikh, retired on November 30, 2022 as a whole-time employee of the Company but continued to serve the Company in the role of Chief Financial Officer/ Head of Finance as a whole time consultant instead of a whole time employee up to March 31, 2023. Thereafter, w.e.f. April 1, 2023, he was re-appointed as the Chief Financial Officer & Vice President (Finance) of the Company as a whole time employee.

Save and except as stated above, there was no change in the Key Managerial Personnel of the Company during the F.Y. 2022-23.

16. Loan, Guarantees, Security & Investment

The Company has not made any loan, or given any guarantee, or provided security to any person, and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013, during the F.Y 2022-23.

17. Borrowing from Directors

The Company has neither borrowed money from Directors nor relatives of Directors during the F.Y. 2022-23.

18. Disclosure of loans and advances in the nature of loans to firms / companies in which Directors / Promoters / KMPs are interested

The Company has neither given any loans nor advances in the nature of loans to firms / companies in which

Directors/Promoters / KMPs are interested during the F.Y 2022-23.

19. Holding, Subsidiary & Associate Company

By virtue of the notification of the relevant provisions of the Companies (Amendment) Act 2017 on February 9, 2018, it has now been clarified that for the purpose of the definition of the term ''holding company'', the expression ''company'' will also include a ''body corporate''.

The term ''body corporate'' includes a company incorporated outside India. Accordingly, the purview of the definition of the term ''holding company'' has now been extended to companies incorporated outside India as well.

In view of the above amendment, Reco Berry Pvt. Ltd. would now be considered the holding company of Nirlon Limited for the purposes of the Act.

Save and except the above, the Company is not a holding, a subsidiary, or an associate company of any company and vice versa.

20. Fixed Deposits & Debentures

The Company has neither accepted, nor invited any fixed deposits during the F.Y under review.

The Company has also not issued any debentures during the Financial Year under review.

21. Transfer of any amount to the Investor Education and Protection Fund (IEPF)

• There is no amount lying with the Company as unpaid/ unclaimed with respect to any debenture redemption amount and / or fixed deposit, and / or any outstanding interest thereon.

• As on March 31, 2023, the following amounts are outstanding under unclaimed/ unpaid dividend accounts maintained with HDFC Bank Ltd.

Dividend for the F.Y.	Unclaimed / unpaid Dividend Accounts - Outstanding Amounts with the Bank (in '')
2015-16	17,27,619.75
2016-17	16,09,677.75
2017-18	16,07,070.75
2018-19	16,23,965.25
2019-20	16,40,966.75
2020-21	154,79,734.00
Interim Dividend for the F.Y.2021-22	118,22,556.00
2021-22	100,90,245.00
Interim Dividend for the F.Y.2022-23	118,14,951.00

Please note:

> The Company has already transferred the unclaimed/ unpaid Dividend amounts for the F.Y. 2014-15 to

the IEPF on October 27, 2022.

> The Company has also transferred Shares on which dividends are unclaimed / unpaid dividend amounts for the seven (7) consecutive years commencing from the F.Y. 2014-15 to the IEPF on November 17, 2022.

> The Company will be required to transfer the unclaimed/ unpaid dividend amounts declared by the Company for the F.Y 2015-16 to the IEPF.

> The Company will also be required to transfer Shares on which dividends are unclaimed / unpaid dividends for the seven (7) consecutive years commencing from the F.Y 2015-16 to the IEPF.

> Concerned Members/Claimants are requested to claim their respective dividends from the Company on or before Tuesday, October 3, 2023.

For more details please refer to Note no. 12 of the 64^th AGM Notice.

22. Authorized Share Capital, Paid up Capital & Listed Capital of the Company

i. The Authorized Share Capital

''150,00,00,000.00 divided into 15,00,00,000 equity shares of ''10.00 each

ii. The Paid up Share capital

''90,11,80,400.00 divided into 9,01,18,040 equity shares of ''10.00 each.

The Company''s paid up share capital is listed on the BSE Limited with the Security Code 500307 with ISIN INE910A01012.

iii. Buy Back of Securities

The Company has not bought back any of its securities during the Year under review.

iv. Sweat Equity

The Company has not issued any Sweat Equity Shares during the Year under review.

v. Bonus Shares

No Bonus Shares were issued during the Year under review.

vi. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to its employees.

23. Fraud Reporting

During the Year under review, there was no fraud reported.

24. Internal Financial Controls

Adequate internal financial controls with reference to the Financial Statements were in place.

During the Year under review, such controls were tested and no reportable material weakness in design or operation was observed.

25. Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013, The Company has developed and implemented a Risk Management Policy which identifies major risks which may threaten the existence of the Company.

Risk mitigation processes and measures have also been formulated and clearly spelt out in the Risk Management Plan / Policy.

26. The details of difference between amount of the valuation done at the time of a one-time settlement and the valuation done while taking a loan from Banks or Financial Institutions, along with the reasons thereof during the F.Y. 2022-23 and the date of the Directors'' Report

There was no instance of onetime settlement with any Bank or Financial Institution.

27. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Year along with the status as at the end of the financial year

There is no application made, or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

28. Related Party Transactions

The Company had the following related party transactions during the F.Y 2022-23:

i. The payment of Managerial remuneration to Mr. Rahul Sagar, Executive Director & Chief Executive Officer and KMPs of the Company;

ii. Recovery of CAM from Manisha Trading and Investment Pvt. Ltd.;

iii. Payment of dividend declared by Members of the Company; and

iv. Obligations under the Management Services Agreement (MSA), leave and license agreement and fees payable to Nirlon Management Services Pvt. Ltd. (NMSPL).

Please Note: The transactions in (iv) above were already approved by Shareholders of the Company

i.e. at the 57^th AGM held on September 20, 2016, effective from October 1, 2016 to September 30, 2020, and thereafter also approved by Shareholders of the Company at their 61^st AGM held on September 29, 2020 effective from October 1, 2020 to March 31, 2024.

• None of the Directors of the Company has received any Commission from the Company.

• None of the Directors and Key Managerial Personnel, save and except as stated above, has any a pecuniary relationship or transactions vis-a-vis the Company.

• As required by the Companies Act, 2013, complete details of all related party transactions are provided for in Form AOC-2 attached as Annexure 5A to this Report.

• Related Party Disclosures under part A in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are attached as Annexure 5B to this Report.

29. Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status & the Company''s Operations in Future

There are no material orders passed by Regulators / Courts which would impact the going concern status of the Company and its future operations.

30. Spending on the Corporate Social Responsibility Programme

With respect to the F.Y 2022-23, two (2) % of the average net profits of the Company made during the three (3) preceding financial year amounted to ''342.31 lakh.

The Company has already spent ''349.92 lakh during the F.Y. 2022-23 under Section 135 of the Companies Act, 2013 and applicable rules made thereunder.

31. Intellectual Property Rights

The Company''s trade mark / service mark, logo/s, and copyrights are registered and protected under the respective statutes.

32. Auditors

i. Statutory Auditors & their Report

Members of the Company at their 59^th AGM held on September 26, 2018 appointed SRBC & Co LLP, Chartered Accountants, Mumbai (registration number 324982E / E300003) as the Statutory Auditors of the Company to hold office from the conclusion of the 59^th AGM till the conclusion of the 64^th AGM, to conduct audits from the F.Y. 2018- 19. The Board, based on the recommendation of the Audit Committee has fixed the remuneration of the Statutory Auditors for the F.Y 2022-23.

ii. Auditors'' Report

a. The observations made by the Auditors in the Report referring to Notes forming part of the Accounts are self-explanatory, and therefore do not require any further comments under Section 134(3) (f) of the Companies Act, 2013.

b. There is no qualification in the Audit Report and a certificate to that effect is attached to this Report as Annexure 1.

iii. During the F.Y 2022-23, the Company paid ''50.98 lakh (being the total fees paid for all services on a consolidated basis to the Statutory Auditors of the Company including out of pocket expenses) i.e. ''25.00 lakh towards Statutory Audit fees, ''19.00 lakh towards Quarterly Limited Reviews, ''6.50 lakh towards the Tax Audit and ''0.48 lakh towards out of pocket expenses.

iv. The Company has not paid any fees to the Network Firms of the Statutory Auditors of the Company during the F.Y 2022-23.

v. The Audit Committee and Board of Directors of the Company have made a recommendation at their meeting held on August 8, 2023, subject to Shareholders'' approval at the 64^th AGM, for the re-appointment of the Statutory Auditors for a second term of 5 (five) years from the conclusion of the 64^th AGM until the conclusion of the 69^th AGM of the Company.

For more details, please refer to the Item no. 4 of the Notice and Explanatory Statement thereto.

vi. Internal Auditors

KPMG Assurance & Consulting Services LLP have been appointed as the Internal Auditors of the Company by the Board for the F.Y 2023-24, based on the recommendation of the Audit Committee.

vii. Secretarial Auditors & Secretarial Audit Report

a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Alwyn Jay & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.

b. There is no qualification in the Secretarial Audit Report.

The Secretarial Audit Report for the F. Y 2022- 23 is annexed as Annexure 2.

viii. Cost Auditors & Cost Audit Records

The Companies (Cost Records and Audit) Rules, 2014 read along with Companies (Cost Records and Audit) Amendment Rules 2014, specifies criteria for specified industries which are required to maintain cost records and get them audited.

The Company''s business as an Industrial Park is covered under Clause 5(a) of Schedule VI of the Companies Act, 2013 and its turnover is also in excess of ''100.00 crore. It is, therefore, required to maintain cost records which should be audited by a practicing Cost Auditor.

a. In view of the above provisions of the Act, the Board, based on the recommendation of the Audit Committee, has approved the appointment and remuneration of Vinay Mulay & Co., Mumbai to conduct the audit of the cost records of the Company for the financial year ending March 31,2024.

b. In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by Members of the Company.

c. Accordingly, the consent of Members is sought for passing an Ordinary Resolution, as set out at Item no.7 of the Notice, for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2024.

33. Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo

As required under Section 134 (3) (m) of the Companies Act, 2013 read with read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo were as under:

a. The Company has no manufacturing activities relating to conservation of energy.

b. i. The Company has not made any provision for

research and development expenditure as the same is not applicable.

ii. The Company has no activity relating to technology absorption and innovation.

c. The Company has incurred ''Nil towards travel expenses in foreign currencies, and the Company has no foreign exchange earnings.

d. The Company has incurred professional fee expenses in foreign currency aggregating to '' 54.73 lakh.

34. Details of Appointment & Remuneration of Managerial Personnel and Top 10 Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Managerial Personnel and Top 10 Employees of the Company forms a part of this Report as Annexure 3.

Please Note:

• During the F.Y2022-23, there were 3 (three) employees and all were Key Managerial Personnel i.e. Executive Director & Chief Executive Officer, Company Secretary and Chief Financial Officer.

• The Chief Financial Officer & V.P( Finance) retired on November 30, 2022 as a whole-time employee of the Company but continued to serve the Company in the role of Chief Financial Officer/ Head of Finance as a whole time consultant instead of a whole time employee up to March 31, 2023. Thereafter, w.e.f. April 1, 2023, he was re-appointed as the Chief Financial Officer & V.P. (Finance) of the Company as a whole time employee.

35. Remuneration Ratio of the Directors / Key Managerial Personnel / Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Managerial Personnel, Directors and Employees of the Company is furnished in Annexure 4.

36. Corporate Governance Disclosure

The Company adheres to the principles of Corporate Governance mandated by the SEBI under SEBI LODR (as applicable), and has complied with all mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance, Annexure 6 to this Report, and a certificate from Alwyn Jay & Co., the Practicing Company Secretaries confirming compliance with Corporate Governance requirements as applicable, form a part of this Annexure 6.

37. Management Discussion and Analysis

Details are provided in Annexure 7and form a part of this Report.

38. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2022 in Form No.MGT-7 is available on the Company''s website and can be accessed at the web link: https://www.nirlonltd.com/pdf/20232024/form_mgt7_fy_2022_23.pdf

39. Share Transfer Agent (STA)

The Company appointed Link Intime India Pvt. Ltd., as its Share Transfer Agent (the “STA”). The Registers of Members, Annual Returns etc. are maintained by the STA at their Registered Office situate at C 101, 247 Park, L B S Marg, Vikhroli (West),Mumbai 400 083 and / or at such other place/s within the city of Mumbai where the STA may have their office from time to time.

40. Enhancing Shareholders / Members Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the Company''s productive asset and resource base and nurturing its overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact socio-economic factors, and contribute to sustainable growth and development.

41. Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI), and such systems are adequate and operating effectively.

42. Business Responsibility & Social Reporting (BRSR)

The BRSR is provided in Annexure 8 to this Report.

43. Acknowledgements

Your Directors record their appreciation for the services rendered by KMPs. They acknowledge and record their appreciation for the co- operation and assistance rendered by HDFC Limited, The Hongkong & Shanghai Banking Corporation Ltd., Banks, and various Government authorities at State and Central levels.

Your Directors thank all stakeholders for their continued support. Directors would also like to place on record their sincere appreciation for the co-operation received from the RBI, SEBI, BSE Limited, CDSL, NSDL, SHCIL, MCGM and all other statutory and / or regulatory bodies.

---

Mar 31, 2018

The Directors present their 59^th Annual Report along with the Audited Financial Accounts for the Financial Year ended March 31, 2018.

DIRECTORS’ REPORT

1. *Financial Performance

The Company’s Financial Performance for the Year ended March 31, 2018 is summarized below:

(Rs, in Crore)

Particulars	2017-18	2016-17
Gross Income from Operations	293.57	292.56
Gross Profit	223.03	226.67
Interest Paid	65.55	77.96
Cash Profit	157.48	148.71
Depreciation	72.22	70.66
Net Profit for the Year before Tax	85.26	78.05
Current tax	21.04	17.49
Deferred tax	8.53	9.48
Net Profit for the Year after tax	55.69	51.08
Proposed dividend on Equity shares	6.76	6.76
Tax on Dividend	1.38	1.38

*The Statement of Standalone Financial Results has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013; and other recognised Accounting Practices and Policies to the extent applicable.

Beginning April 1, 2017, the Company has for the first time adopted Ind AS with a transition date of April 1, 2016, and hence the figures for the previous F.Y. 2016-17 are also re-grouped / adjusted, wherever necessary. Please therefore note that the numbers in this Annual Report, i.e. F.Y. 2017-18, are not comparable to the numbers in the Annual Report for the previous year, i.e. F.Y. 2016-17.

2. Financial Operations (Summary)

i. Gross Income from Operations for the Financial Year 2017-18 was Rs,293.57 Crore as against Rs,292.56 Crore for the F.Y. 2016-17.

ii. Gross Profit for the Financial Year 2017-18 was Rs,223.03 Crore as against Rs,226.67 Crore for the F.Y. 2016- 17.

iii. Cash Profit for the Financial Year 2017-18 was Rs,157.48 Crore as against Rs,148.71 Crore for the F.Y. 2016- 17.

iv. Net Profit for the Financial Year 2017-18 (after taxes) was Rs,55.69 Crore as against a profit of Rs,51.08 Crore for the F.Y. 2016-17.

The Company is in the business of development and managing an Industrial Park, and during the Year under review, there is no change in the business activity of the Company.

3. Reserves

The Board does not propose to transfer any amount to the General Reserve account in the Balance Sheet for the Financial Year 2017-18.

4. Dividend

For the Year under review, the Board recommends a dividend of Rs,0.75 per equity share of Rs,10 / - each (@ 7.5%) amounting to Rs,8.14 Crore (inclusive of tax of Rs,1.38 Crore), subject to the approval of Members of the Company at their 59^th Annual General Meeting.

Dividend will be paid to Members whose names appear in the Register of Members as on Thursday, September

13, 2018. In respect of shares held in Dematerialized Form, dividend will be paid to Members whose names are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited, as Beneficial Owners as on that date.

5. Industrial Park Operations at Goregaon (East), Mumbai, India & Future Outlook

Development and management of the Industrial Park / Information Technology (IT) Park, i.e. Nirlon Knowledge Park (NKP) - Goregaon (East), Mumbai.

Nirlon is the owner of NKP, an approx. 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtra’s (GOM) Policy. The current FDI Policy of the GOI permits 100% FDI in Industrial Parks.

i. Construction, Delivery of Licensed Premises, and License Fee Commencement

The planning for the development of NKP in phases began in 2006, and construction in April / May 2007. Currently, four (4) phases of development have been completed.

Phases 1, 2, 3 and 4

A total of approx.29.46 lakh sq. ft. area has been constructed in Phases 1, 2, 3 and 4 corresponding to approx.18.78 lakh sq. ft. of licensable area. License fees for Phases 1, 2, 3 and 4 continue to be received as contracted by the Company as on March 31, 2017.

Please Note: The total constructed area of approx. 29.46 lakh sq. ft. for Phases 1, 2, 3 and 4 includes two (2) levels of basements in Phases 1, 2 and 3 and one (1) level of basement, the ground floor (part), mezzanine and four (4) upper levels of parking in Phase 4, as well as a ten (10) floor multi-level car parking (MLCP) (which also has two (2) basements) housing utilities, i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2, in addition to visitor and occupant parking.

Phase 5 (Re-development of Phase 0):

After receiving the required approvals, the Company has begun development / construction of Phase

5 (re-development of Phase 0) in NKP, Goregaon from May 2017. Further particulars are provided in Annexure 8 to this Report, i.e. Management Discussion Analysis.

ii. License Fees

During the year under review, gross license fees aggregated approx. Rs,248.56 Crore including license fees from Nirlon House, Worli, Central Mumbai.

iii. Marketing

Phases 1, 2, 3 and 4 of NKP continue to be approx. 99% licensed (as on July 31, 2018) to reputed international and Indian corporates.

The Company has made a specific effort to license its development to well-regarded Corporates, and the campus is fully operational and functional in this regard.

iv. Financing

The Company’s debt funding to date continues to be provided by HDFC Limited.

At the request of the Company, HDFC Limited has granted a moratorium on payment of their principal securitized loan amounts effective from May 15, 2017, whereby the Company is required to repay only the interest amount on these outstanding securitized loans till the construction of Phase 5 (redevelopment of Phase 0) is completed. This principal moratorium has resulted in incremental cash flows being available to the Company to finance a larger part of the Phase 5 (re-development of Phase 0) construction from its internal accruals.

This will result in lower borrowings for the construction of Phase 5 (re-development of Phase

0), and consequently an overall reduction in the total debt of the Company, when compared to the option of continuing to repay principal on a monthly basis.

The outstanding loan amounts as on July 31, 2018 aggregate ''769.85 Crore (including loans used for the ongoing construction of Phase 5 (re-development of Phase 0)), on which the Company is presently paying a competitive rate of interest.

The Company’s business plan continues to retain ownership of the NKP development, and offer office space on a leave and license basis only.

6. Nirlon House

The Company continues to co-own 75% undivided interest in approx. 45,475 sq.ft. of area in the Nirlon House building in a prime location on Dr. A. B. Road, Worli in Central Mumbai.

7. I. Property Management Functions, Sale of specified Movable Assets and Name User

a. Reco Berry Private Limited (Reco) of Singapore, an affiliate of GIC, the Sovereign Wealth Fund of Singapore and Mr. Kunal V. Sagar, Mr. Rahul V. Sagar, Alfano Pte Limited and Deltron Pte Limited (Promoters) had entered into Share Purchase and Shareholders Agreements dated December 23, 2014, pursuant to which Nirlon Management Services Pvt. Ltd. (NMSPL) was incorporated under the provisions of the Companies Act, 2013 effective from October 7, 2015;

b. Thereafter, the Audit Committee and the Board of Directors of the Company approved, subject to Members’ approval, the proposed Related Party Transactions with NMSPL in accordance with the Related Party Transactions Policy, and the provisions of the Companies Act;

c. The Company obtained Members’ approval by way of an Ordinary Resolution on the proposed Related Party Transactions between the Company and NMSPL at its 57^th AGM held on September 20, 2016

Please note : All interested parties abstained from voting on this item.

d. Post approval from Members, the following agreements were entered into by the Company and NMSPL on September 23, 2016, effective from October 1, 2016 with regard to:

i. Management Services Agreement appointing NMSPL as a provider of lease management, property management, marketing related, project management and general management services in respect of the properties of the Company on the terms set out in the said Agreement.

ii. Asset Sale Agreement with NMSPL recording:

a. the transfer of identified movable assets relating to the services to be provided from the Company to NMSPL for a consideration of ''25.10 lakh from NMSPL.

b. the resignation of certain employees (save and except Key Managerial Personnel) from the Company and their employment with NMSPL on terms no less favourable than those given to them by the Company on the terms set out in the said Agreement.

c. Name User Agreement executed amongst NMSPL, Mr. Kunal V. Sagar, Mr. Rahul V. Sagar and the Company, under which the Company approved the use of the name and mark ‘Nirlon’ in the corporate name of NMSPL, on a royalty free basis, on the terms set out in the said Agreement.

7. II. Implementation / Commencement of Operations under various Agreements

Effective from October 1, 2016, under the Asset Sale Agreement:

a. Employees of the Company resigned from the services of the Company, and were employed by NMSPL at no less favourable terms; and

b. The Company upon receipt of the agreed consideration of ''25.10 lakh (being not less than the market value of the assets) transferred the specified movable assets in favour of NMSPL.

Also effective from October 1, 2016, the Company has been receiving various management services from NMSPL under the Management Services Agreement.

Presently, the Shareholding Pattern of NMSPL is as under:

Class A Shares

Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal V. Sagar	5,000	33.335%
2.	Mr. Rahul V. Sagar	5,000	33.335%
3.	Reco Fortius Pte Limited	5,000	33.33%
Total		15,000	100%

Class B Shares

Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal V. Sagar	89,100	50%
2.	Mr. Rahul V.Sagar	89,100	50%
	Total	1,78,200	100%

Class C Shares

Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Reco Fortius Pte Limited	3,16,800	100%
Total		3,16,800	100%

8. The Board & its Committees

i. Board of Directors:

The total strength of the Board of Directors of the Company consists of 8 (eight) Directors including 2 (two) women Directors, out of which 1 (one) is an Independent woman Director. Of this number, 4 (four) Non-Executive Independent Directors, including 1 (one) woman Director, constitute 50% of the total strength of the Board of Directors of the Company.

For more detail, please refer to the link:

http: //www.nirlonltd.com/Board-committees.html

a. Re-appointment and Continuation of Directors at the 59^th AGM

A brief resume of the Directors seeking reappointment and continuation as Directors at the 59^th AGM is given below:

- Re-appointment of Mr. Chinniah,61, as a Director, who retires by rotation;

- Re-appointment of Mr. Raza, 81, and Mr. Gurbuxani, 84 , for a term of eighteen (18) months effective from April 1, 2019, and their continuation as Independent Directors; and

- Continuation of Mrs. Bhagat, 79, as a Director liable to retire by rotation.

The Board recommends:

- Re-appointment of Mr. Chinniah as a Director liable to retire by rotation;

- Re-appointment and Continuation of Mr. Raza and Mr. Gurbuxani, for a term of eighteen (18) months effective from April 1, 2019, as Independent Directors; and

- Continuation of Mrs. Bhagat, as a Director liable to retire by rotation.

b. Changes in the Board during the Financial Year 2017-18

There was no change in the Board of Directors during the F.Y. 2017-18.

The nature of each Director’s expertise, and the name of company / ies where they hold Chairmanships, Directorships and Memberships of Board / Committees and Shareholding if any, as stipulated under the required Regulation of the Listing Obligations & Disclosure Requirements Regulations, as well as the justification for reappointment and continuation of Directors, Including Independent Directors, is provided in this Report, and forms part of this Notice calling the 59^th AGM.

ii. Committees of the Board of Directors and their Role and Responsibilities

a. Audit Committee (AC)

The AC of the Board played an important role during the Year under review, including recommending the appointment / re-appointment of, and co-ordinating with the Statutory Auditors, Internal Auditors, Cost Auditors and other Key Managerial Personnel of the Company. The AC has also rendered guidance, interalia, in the areas of corporate governance, internal audit, finance, taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of the Year. With the compulsory dematerialization of the Company’s shares and electronic mode of transfers, postal dispatches which led to frequent complaints have been minimized.

As on March 31, 2018, approx. 92.51% of the Company’s total paid up equity share capital was held in Dematerialized Form, and there were no investor grievances / complaints pending.

Please note: As per the SEBI Amendment Regulations, 2018, the role of the SRC, interalia, shall include the following effective from April 1, 2019:

1. Resolving the grievances of the shareholders of the Company, including complaints related to transfer / transmission of shares, non-receipt of annual report, no receipt of declared dividends, issue of new / duplicate certificates, general meetings etc.;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent; and

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company.

c. Corporate Social Responsibility Committee (CSRC)

The Board formed a Corporate Social Responsibility Committee on September 23, 2014, and based on its recommendations the Company commenced activities under its CSR Policy during the Year under review.

d. Nomination & Remuneration Committee (NRC)

The NRC recommends to the Board the remuneration / compensation packages of the Executive Director and Key Managerial Personnel.

e. Risk Management Committee (RMC)

The Board formed a Risk Management Committee on September 23, 2014. During the Year under review, this Committee has continued to fulfil its role in, interlaid, identifying, evaluating and mitigating potential risks to the Company.

For more detail, please refer to the link:

http://www.nirlonltd.com/pdf/various_

committees.pdf

f. Anti- Sexual Harassment Committee (SHC)

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted a committee which is responsible for redressal of complaints related to sexual harassment. During the Year under review, there were no complaints pertaining to sexual harassment.

For more detail, please refer to the link:http: //nirlonltd.com/pdf/policy_on_sexual_ harassment.pdf

9. Policies & Codes

SEBI introduced the LODR effective from December 1, 2015. The LODR provides, interalia, for various regulations, annexures and schedules and hence all prescribed companies were required to comply with the LODR latest by March 31, 2016.

In view of the above and in order to meet with these requirements, the Company made suitable modifications to its existing polices, and also adopted new policies on March 29, 2016. Your Company is compliant with the LODR requirements in this regard.

I. Policies

i. Determination of Materiality of Events / Information (DMEI) Policy

Aims of the DMEI Policy

The DMEI Policy for determination of materiality of events / information interalia, aims at:

a. ensuring that all investors have equal access to important information that may affect their investment decisions;

b. ensuring that adequate and timely information is provided to investors;

c. avoiding establishment of a false market in the securities of the Company; and

d. Communicating the principles of materiality based on which the Company shall make disclosures of events or information.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/dmei_policy_

mar_16.pdf

ii. Related Party Transaction (RPT) Policy

The RPT Policy is in accordance with the requirement of Regulation 23 of the LODR, 2015 and Section 188 of the Companies Act, 2013, and is intended to ensure the proper approval and reporting of transaction / s between the Company and its Related Parties.

Aims of the RPT Policy

Interalia, to disclose in the Financial Statements of the Company applicable transaction / s between the Company and Related Parties, as well as policies concerning transaction / s with Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders.

For more detail, kindly refer to the link:

http: //www.nirlonltd.com/pdf/related_party_ transaction_policy_mar_16.pdf

iii. Whistle Blower (WB) Policy

The Company has a vigil mechanism system called the Whistle Blower Policy (WBP) to deal with instances of fraud and mis-management, if any.

Aims of the WBP

The WBP meets with the requirement of Regulation 22 of the LODR, 2015, and Section 177 of the Act, and is intended to ensure that the Directors and Employees or any other person report their genuine concerns. During the year under review, there was no case of whistle blowing reported.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/whistle_blower_

policy_mar_16.pdf

iv. Corporate Social Responsibility (CSR) Policy

CSRC and CSR Policy are in compliance, and in agreement with Section 135 of the Act.

Amis of the CSR Policy:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act;

b. To recommend the amount of expenditure to be incurred on CSR activities;

c. To monitor CSR activities; and

d. To ensure that the Company spends in every financial year, at least 2 (two) % of the average net profits of the Company made during the 3 (three) preceding financial years.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/csr_policy_

mar_16.pdf

Details are given in the table overleaf:

The Composition of the CSR Committee is as follows:

The CSR Committee comprises of Mr. Moosa Raza (Chairman and Non- Executive Independent Director), Mr. Rama Varma, (Non- Executive Independent Director), Mrs. Rajani M. Bhagat, Mr. Kunal V. Sagar and Mr. Rahul V. Sagar (Promoters and Directors).

_C in Lakh)

1. Average Net Profit of the Company for the last three financial years								5,509.26
2. Prescribed CSR Expenditure @ two (2) % of the amount as in item 3 below:								110.19
3. Details of CSR spent during the Financial Year
a. Total amount to be spent for the Financial Year								111.00
b. Amount unspent, if any								Nil
c. Manner in which the amount spent during the Financial Year is detailed below:
1.	2.	3.	4.	5.	6.	7.	8.
Sr. No.	CSR project or activity identified	Sector in which the Project is covered	Projects or programmes (1) Local area or other (2) Specify the State and district where projects or a programme was undertaken	Amount outlay (budget / limit) project or programmes wise C in Lakh)	Amount spent on the projects or programmes Sub-heads: Direct expenditure on projects or programmes Overheads: ('' in Lakh)	Cumulative expenditure upto to the reporting period ('' in Lakh)	Amount spent: Direct or through implementing agency (''in Lakh)
1.	Chief Minster’s Relief Fund, Maharashtra	Chief Minster’s Relief Fund, Maharashtra	Mumbai, Maharashtra	51.00	51.00	51.00	51.00
2.	Chennai Liver Foundation	Medical (Liver ailments)	Chennai , Tamil Nadu	10.00	10.00	10.00	10.00
3.	Venus Cultural Association	Medical (Dialysis unit)	Mumbai, Maharashtra	10.00	10.00	10.00	10.00
4.	Kalse Dhamapur Shikshan Prasarak Mandal (kalse)	Education (Promotion of rural Education)	Dahamapur, Maharashtra	10.00	10.00	10.00	10.00
5.	Dignity foundation	Eradication of Hunger and Poverty / food ration	Mumbai, Maharashtra	10.00	10.00	10.00	10.00
6.	Jalyukta Shivar Abhiyan (JSA)	Water conservation	Nagpur, Maharashtra	20.00	20.00	20.00	20.00
Total					111.00	111.00	111.00

The Company contributed ''111.00 lakh to the implementing agencies towards its CSR Contribution.

Note:

The Company has allocated resources for CSR activities only after due diligence and identification of eligible Projects / Programmes. The Company shall endeavour to identify more eligible projects for utilization of the allocated budget for CSR activities in the coming years.

Responsibility Statement

Implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives and Policy of the Company.

v. Nomination & Remuneration (NR) Policy

NRC and NR Policy are in compliance with Section 178(1) of the Companies Act, 2013, and Regulation

19 read with Part D of Schedule II of the LODR.

Aims of the NR Policy:

a. To guide the Board in relation to appointment and removal of Directors and Key Managerial Personnel;

b. To evaluate the performance of the Members of the Board, and to provide necessary reports to the Board for further evaluation of the Board;

c. To recommend to the Board levels of remuneration / compensation payable to Directors and Key Managerial Personnel; and

d. ESOP and other related matters.

For more detail, kindly refer to the link: http://www.nirlonltd.com/pdf/nomination_and_ remuneration_policy_mar_16.pdf

vi. Risk Management (RM) Policy

The Regulation 21 of the LODR provides applicability for a Risk Management Committee and Risk Management Plan for the top 100 listed companies based on market capitalization as at the end of the immediate previous financial year.

Aims of the RM Policy

Although the Company is not required to have the RMC, the Company has instituted the RMC / RM Policy to better safeguard its business continuity and operations, and for timely assessment of potential risk, as well as risk mitigation and minimization procedures.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/risk_mgmt_policy_

mar_16.pdf

vii. Preservation of Documents (POD) Policy

Under Regulation 9 of the LODR, the Company is required to adopt the POD Policy.

Aims of the POD Policy

a. The POD Policy contains guidelines for identifying Documents that need to be maintained, the period of preservation of such Documents and the procedure for their destruction / disposal; and

b. To provide an efficient and systematic control on the periodicity and destruction of business related Documents.

For more detail, kindly refer to the link: http://www.nirlonltd.com/pdf/pod_policy_ mar_16.pdf

viii. Board Diversity (BD) Policy

The Policy sets out the approach to have diversity on the Board of the Company in terms of thought, experience, knowledge, perspective and gender, based on the applicable laws, rules and regulations for the Company.

Aims of the BD Policy

The Company believes that a diverse Board will, amongst other benefits:

a. Enhance the quality of decision making and facilitate better business performance;

b. Encourage diversity of perspective, thereby fueling creativity and innovation;

c. Complement and expand the skills, knowledge and experience of the Board as a whole; and

d. Provide better Corporate Governance.

For more detail, kindly refer to the link: http://www.nirlonltd.com/pdf/board_diversity_ policy.pdf

ix. Anti - Sexual Harassment (ASH) Policy Aims of the ASH Policy

The Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence, and is therefore, punishable.

During the year under review, there was no complaint in this regard.

For more detail, kindly refer to the link: http://www.nirlonltd.com / pdf / policy_on_sexual_ harassment.pdf

x. Succession Policy (SP)

The Company is not required to have a SP for the following reasons:

a. A specific arrangement exists under the Management Services Agreement executed by and between the Company and Nirlon Management Services Pvt. Ltd. (NMSPL) wherein all services are required to be provided

b. The principles prescribed in CCBE are general in nature, and lay down broad standards of compliance and ethics, as required by Regulation 17 (5) (a) and 26 of the LODR, 2015. The Board and Designated Employees shall also refer to other applicable policies and procedures of the Company for specific instructions and guidelines, which are to be read in conjunction with the CCBE.

For more detail, kindly refer to the link: http://www.nirlonltd.com/ pdf/ccbe_mar_16. Pdf by NMSPL ;

b. The Company has Key Managerial Personnel to the extent required for statutory compliance only.

Should any potential vacancy arise in (b) above, appropriate replacements will be identified by the NRC and the Board.

II. Codes

i. Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (ICCPIT)

The Board earlier adopted the internal Code of Conduct (‘ICCPIT’) for Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same was effective from June 20, 2015.

Thereafter, the LODR came to force, and the existing ICCPIT was amended suitably. It is also mandatory under the LODR, that every listed entity should have a framework to avoid insider trading and abusive self-dealing.

Further, Regulation 8(1) of the PIT Regulations, 2015 mandates that listed companies formulate and display on their website a code of practices and procedures for fair disclosure of unpublished price sensitive information by adhering to the principles as set out in the Regulations. The principles of fair disclosure are also a part of ICCPIT, and the Company is compliant in this regard.

For more detail, kindly refer to the link: ¹ http:// www.nirlonltd.com / pdf / iccpit_mar_16.pdf

ii. Code of Conduct for Board Members and Designated Employees (CCBE)

The LODR 2015 provides specific regulation with respect to the CCBE, and hence, the CCBE originally adopted by the Board on July 26, 2014 was amended suitably on March 29, 2016.

Aims of the CCBE

a. The CCBE envisages that the Board and Designated Employees must act within the boundaries of the authority conferred upon them, and with a duty to comply with the requirements of applicable laws, while discharging their duties and responsibilities; and

iii. Code of Conduct for Independent Directors (CCID)

The Board adopted the Code of Conduct for Independent Directors (CCID) and the same was effective from November 13, 2014. As the LODR provide specific regulation with respect to the CCID. The CCID originally adopted by the Board was amended suitably.

Aims of the CCID

To provide guidance for the professional conduct of Independent Directors (IDs) of the Company in order to adhere to desired standards by the IDs, and for fulfilment of their responsibilities in a professional and faithful manner, so as to promote confidence in the investment community, particularly stakeholders and regulators.

For more detail, kindly refer to the link: http:// www.nirlonltd.com / pdf / ccid_mar_16.pdf

10. i. Formal Annual Evaluation by the Directors

Pursuant to the provisions of the Act and the relevant provisions of LODR, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Compliance Committees.

ii. Familiarization Programme for Independent Directors

The Company’s Board is diversified with Independent Directors (IDs), who are highly qualified with rich experience. IDs had / have been associated with various Government agencies and departments, and have been associated with various corporate and business organizations including the Company. They are familiar with the Company’s business activities. Moreover, the Company provides them updates by providing a regular brief on its operations, as well making suitable arrangements for visits by the Independent Directors to the NKP site.

For more detail, kindly refer to the link: http://www.nirlonltd.com/pdf/familiarization_%20 programme_ids.pdf

iii. Declaration by and Tenure of Independent Directors

All IDs have given declarations that they meet the criteria of independence and are not disqualified to act as IDs as laid down under Section 149(6) of the Act and the relevant Regulation of LODR.

The IDs were appointed by Members of the Company at their Meeting held on September 23, 2014 to hold the office of Independent Director for a term of five consecutive years. Accordingly, the IDs shall hold office up to March 31, 2019. Letters of appointment were issued to IDs and the same were uploaded on the Company’s website.

For more detail, kindly refer to the links:

a. http://www.nirlonltd.com/pdf/mr_moosa_%20 raza.pdf

b. http://www.nirlonltd.com/pdf/mr_rama_varma. pdf

c. http://www. nirlonltd. com/pdf/mr_arjan_ gurbuxani.pdf

d. http://www.nirlonltd.com/pdf/mrs_aruna_ makhan.pdf

iv. Directors’ Responsibility Statement

To the best of your Directors’ knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statements in terms of Section 134 (3) (c) of the Act:

a. that in the preparation of the Annual Financial Statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements and have 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 at March 31, 2018, and of the Profit of the Company for the Year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the annual Financial Statements on a going concern basis;

e. that the Directors have laid down proper internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

v. Number of Board & Audit Committee Meetings

A calendar of Meetings is prepared and circulated in advance to Directors. During the year, 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were convened and held.

The details of these Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. Promoters & Key Managerial Personnel

a. Promoters

1. Mr. Kunal V. Sagar

2. Mr. Rahul V. Sagar

3. Mrs. Rajani M. Bhagat

4. Reco Berry Private Limited (w.e.f. April 28, 2015)

b. Key Managerial Personnel

1. Mr. Rahul V. Sagar, Executive Director

2. Mr. Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) & Compliance Officer

3. Mr. Manish B. Parikh, Chief Financial Officer

There was no change in the composition of the Board of the Company, nor in the Key Managerial Personnel of the Company during the Financial Year 2017-18.

12. Loan, Guarantees, Security & Investment

The Company has not made any loan, or given any guarantee, or provided security to any person, and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013, during the Financial Year.

13. Holding, Subsidiary & Associate Company

By virtue of the notification of the relevant provisions of the Companies (Amendment) Act 2017 on February 9, 2018, it has now been clarified that for the purpose of the definition of the term “holding company”, the expression “company” will also include a “body corporate”.

The term “body corporate” includes a company incorporated outside India. Accordingly, the purview of the definition of the term “holding company” has now been extended to companies incorporated outside India as well.

In view of the above amendment to the Companies Act, 2013, Reco Berry Pvt. Ltd. would now be considered as the holding company of Nirlon Limited for the purposes of the Act.

Save and except for the above, the Company is not a holding, subsidiary, or an associate company of any company and vice versa.

14. Fixed Deposits & Debentures

The Company has neither accepted, nor invited any fixed deposits during the Financial Year under review.

The Company has also not issued any debentures during the Financial Year under review.

15. Transfer of any amount to the Investor Education and Protection Fund (IEPF)

There is no amount lying with the Company as unpaid / unclaimed with respect to any debenture redemption amount and / or fixed deposit, and / or any outstanding interest thereon.

Please Note: As on July 31, 2018, there are amounts of ''17,43,417.00; ''16,69,509.00; ''17,49,265.50; and ''16,35,374.25 lying with the HDFC Bank Limited in a special accounts named the ‘Nirlon Limited - Dividend unpaid / unclaimed Dividend Accounts - ‘2013-14’, ‘2014-15’, ‘2015-16’ and ‘2016-17’ respectively.

16. Authorized Share Capital, Paid up Capital & Listed Capital of the Company

The Authorized Share Capital of the Company is ''150,00,00,000/- divided into 15,00,00,000 equity shares of ''10/- each, and the paid-up capital is ''90,11,80,400/divided into 9,01,18,040 equity shares of ''10/- each.

The Company’s paid up share capital is listed on the BSE Limited with the Security Code: 500307.

Please Note:

1. The Company issued a letter dated May 29, 2017 with regard to issue of New Share Certificates in Form SH - 1 with re-organized distinctive numbers to Members who hold shares in Physical Form, and fixed June 24, 2017 as the cut-off date for transacting with the old share certificates.

For more detail, kindly refer to the links:

a. http://www.nirlonltd.com/pdf/issue_of_new%20 share_certificate_2017.pdf

b. http://www.nirlonltd.com / pdf/newspaper_24_ may_2017.pdf

2. The Company successfully uploaded Distinctive Range Number (DRN) of its equity shares with NSDL & CDSL on July 13, 2017 in compliance with the SEBI circular no. CIR / MRD / DP / 10 / 2015.

17. Fraud Reporting

During the year under review, there was no fraud reported.

18. Related Party Transactions

The Company has entered into the following related party transactions during the Financial Year 2017-18:

i. The payment of remuneration to Mr. Rahul V. Sagar, Executive Director and KMPs of the Company;

ii. Payment of dividend declared by Members of the Company; and

iii. Execution of the following agreements on September 23, 2016:

a. Management Services Agreement;

b. Assets Sale Agreement; and Name User Agreement.

None of the Directors of the Company has received any commission from the Company.

None of the Directors and Key Managerial Personnel save and except as stated above, has any a pecuniary relationship or transactions vis-a-vis the Company.

As required by the Companies Act, 2013, complete details of all related party transactions are provided for in Form AOC-2 attached as Annexure 6A to this Report.

Related Party Disclosures under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are attached as Annexure 6Bto this Report.

19. Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status & the Company’s Operations in Future

There are no material orders passed by Regulators / Courts which would impact the going concern status of the Company and its future operations.

20. Spending on the Corporate Social Responsibility Programme

With respect to the Financial Year 2017-18, two (2) % of the average net profits of the Company made during the three (3) preceding financial year amounts to ''110.19 lakh.

The Company spent ''111.00 lakh during the Financial Year 2017-18 as per Section 135 of the Companies Act, 2013.

21. Intellectual Property Rights

The Company’s trade mark / service mark, logo / s, and copyrights are registered and protected under the respective statutes.

22. Auditors

i. Resignation of the Statutory Auditors

a. The Board of Directors of the Company at their Meeting held on August 9, 2017 had appointed Price Waterhouse Chartered Accountants LLP, Mumbai (FRN 012754N / N500016) as the Statutory Auditors of the Company.

b. Members of the Company at their 58^th AGM held on September 29, 2017 confirmed their appointment as the Statutory Auditors of the Company for a period of five (5) years, commencing from the conclusion of the 58^th AGM till the conclusion of the 63^rd AGM of the Company.

c. Price Waterhouse Chartered Accountants LLP, Mumbai have, basis on their discussions with the Company, resigned as the auditors, and the Board accepted and recorded the resignation based on the recommendation by the Audit Committee at their meetings held on August 6, 2018.

ii. Statutory Auditors Report

a. The observations made by the Auditors in the Report referring to Notes forming part of the Accounts are self-explanatory, and therefore do not require any further comments under Section 134(3) (f) of the Companies Act, 2013.

b. There is no qualification in the Audit Report and a certificate to that effect is attached to this Report as Annexure 1.

iii. Recommendation for appointment of a New Statutory Auditor

a. Based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on August 6, 2018, have appointed S R B C & Co LLP, Chartered Accountants, Mumbai (FRN 324982E / E300003) as Statutory Auditors of the Company in place of the outgoing auditors of the Company.

b. S R B C & Co LLP, Chartered Accountants, Mumbai, have conveyed their consent for their apportionment as Statutory Auditors of the Company along with the confirmation that, their appointment, if approved by Members, would be within the limits prescribed under the Act.

Please note: There is no material change in fee payable to the new Statutory Auditors from what was paid to the outgoing Auditors.

Accordingly, consent of Members is being sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for appointment of S R B C & Co LLP, as the Statutory Auditors of the Company to hold office from the conclusion of the 59^th AGM till the conclusion of the 64^th AGM and to conduct audits from the Financial Year 2018-19.

iv. Internal Auditors

KPMG India has been appointed as the Internal Auditors of the Company by the Board, based on the recommendation of the Audit Committee for the Financial Year 2018-19.

v. Secretarial Auditors & Secretarial Audit Report

a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Alwyn Jay & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year 2017-18 is annexed as Annexure 2.

b. There is no qualification in the Secretarial Audit Report.

vi. Cost Auditors & Cost Audit Records

Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules 2014, specifies criteria for specified industries which are required to maintain cost records and get them audited, and is applicable to the Company.

The Company’s business as an Industrial Park is covered under Clause 5 (a) of Schedule VI of the Companies Act, 2013, and its turnover is also in excess of ''100/- Crore. It is, therefore, required to maintain cost records which should be audited by a practicing Cost Auditor.

a. In view of the above provisions of the Act, the Board, based on the recommendation of the Audit Committee, has approved the appointment and payment of remuneration to Mr. Vinay B. Mulay, the Practicing Cost Auditor (ICAI-CmA No. 8791 CP No. 101159) of Vinay Mulay & Co., Mumbai to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2019.

b. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by Members of the Company at the 59^th Annual General Meeting.

c. Accordingly, the consent of Members is sought for passing an Ordinary Resolution as set out at Item No.8 of the Notice for ratification of the remuneration payable to the Cost Auditor for the Financial Year ending March 31, 2019.

23. Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo

As required under Section 134 (3) (m) of the Companies Act, 2013 read with read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo were as under:

a. The Company has no manufacturing activities relating to conservation of energy.

b. i. The Company has not made any provision for research and development expenditure as the same is not applicable.

ii. The Company has no activity relating to technology absorption and innovation.

c. The Company has incurred '' Nil towards travel expenses in foreign currencies, and the Company has no foreign earnings.

The Company has incurred professional fee expenses in foreign currency aggregating to ''0.32 Crore.

24. Details of Appointment & Remuneration of Managerial Personnel and Top 10 Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Managerial Personnel and Top 10 Employees of the Company forms a part of this Report as Annexure 3.

Please note: The Company only three (3) employees, being the KMPs as per the Act.

25. Remuneration Ratio of the Directors / Key Managerial Personnel / Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Directors and KMPs of the Company is furnished in Annexure 4.

26. Employees Stock Option Scheme (Nirlon ESOP 2012)

i. Applicable disclosures as on March 31, 2018 are attached as Annexure 5 and form a part of this Report. Relevant details of the schemes have also been disclosed on the website of the Company.

For more detail, kindly refer to the link: http://www.nirlonltd.com/pdf/esop_scheme_2012. pdf

ii. Under the Nirlon ESOP 2012, the Board approved 7,17,656 options out of which 7,15,000 options were granted to eligible employees and the vesting period was accelerated (options corresponding to 2,656 equity shares of the Company have not been granted to any employees).

Furthermore, eligible employees have exercised their rights for 7,15,000 options under the Nirlon ESOP 2012.

iii. The Nirlon ESOP complies in all respects with the applicable rules and regulations.

iv. The Company has received a certificate from Chartered Accountants that the Scheme has been implemented in accordance with SEBI Guidelines, and the required resolution has been passed by Members. This Certificate will be available at the 59^th AGM for inspection by Members.

v. As the Nirlon ESOP Trust had fulfilled is objectives, the Board, based on the recommendation of the NRC, passed a resolution on February 6, 2018 authorizing Directors to take steps to wind up the Nirlon ESOP Trust and Nirlon ESOP Plan 2012. Accordingly, the Trust sold the balance 2,656 ESOP shares on February 12, 2018 and utilized the proceeds as permitted by Statute.

With this, the Nirlon ESOP Plan is closed, and formalities for the winding up of the Trust have been initiated.

27. Corporate Governance Disclosure

The Company adheres to the principles of Corporate Governance mandated by SEBI under LODR (as applicable) and has complied with all mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance, i.e. Annexure 7 to this Report, and a certificate from Alwyn Jay & Co., the Practicing Company Secretaries, confirming compliance with Corporate Governance requirements as applicable, form part of this Report.

28. Management Discussion & Analysis

Details are provided in Annexure 8 and form part of this Report.

29. Extract of Annual Return

The details forming part of the extract of the Company’s Annual Return in form MGT 9 are provided in Annexure 9.

30. Share Transfer Agent (STA)

The Company appointed Link In time India Pvt. Ltd., as its Share Transfer Agent (the ‘STA’). w.e.f. June 3, 2016, pursuant to the SEBI direction, in place of Sharepro Services India Private Limited.

The Registers of Members, Annual Returns etc. are maintained by Link In time India Pvt. Ltd. at their Registered Office situate at C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400 083 and / or at such other place(s) within the city of Mumbai where the STA may have their office from time to time.

31. Enhancing Shareholders / Members Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the Company’s productive asset and resource base and nurturing its overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact socio-economic dimensions and contribute to sustainable growth and development.

32. Postal Ballot

i. Members of the Company passed the Special Resolution on June 18, 2018 through a Postal Ballot (vide Postal Ballot Notice dated April 28, 2018) approving and adopting the alterations to Articles 71 (C) and (D) of the Articles of Association of the Company.

ii. The Directors appointed Mr. Alwyn D’souza, Practising Company Secretary (FCS No.5559 CP No.5137) of Alwyn Jay & Co., Company Secretaries, Mumbai, as Scrutinizer (‘the Scrutinizer’) for scrutinizing the voting through the Postal Ballot, including e-voting, in a fair and transparent manner.

iii. The Postal Ballot Forms were deposited at the address given thereon. Duly completed Postal Ballot Forms which reached the Scrutinizer not later than 5.00 p.m. (IST) on Tuesday, June 12, 2018 were considered.

iv. The Scrutinizer submitted his report to Mr. Arjan R. Gurbuxani, authorised Director, after the completion of scrutiny of the Postal Ballot including e-voting. The result of the Postal Ballot including e-voting was declared on Monday, June 18, 2018 and communicated to the BSE Limited and the CDSL. The same was also displayed on the Company’s website at ‘www.nirlonltd.com’.

The following Links are attached w.r.t. Postal Ballot Notice, Form, Combined Results and the Amended Articles of Association of the Company:

a. http://nirlonltd.com/pdf/postal_ballot_notice_ apr_18.pdf

b. http://nirlonltd.com/pdf/postal_ballot_form_ apr_18.pdf

c. http://nirlonltd.com / pdf / postal_ballot_voting_ results_18_jun_18.pdf

d. http://nirlonltd.com/pdf/moa_and_aoa_nirlonltd. pdf

33. SEBI circular on Strengthening the Guidelines and Raising Industry Standards for RTA, Issuer Companies and Banker to Issue, & also the BSE Ltd.’s Circular on the amendment to Regulation 40 of the SEBI LODR, 2015 with respect to mandatory dematerialisation of physical shares for transfers after December 5, 2018

i. Members of the Company, who have not updated their various details as required by the SEBI in accordance with the SEBI Circular, are requested to update the same immediately by furnishing the details to the Company’s Share Transfer Agent. A copy of the Form and letter are attached in this Report.

The following Links are attached for the SEBI Circular, Share Transfer Agent Letter along with the KYC updating form:

a. http://nirlonltd.com/pdf/sebi_circular_20_ apr_2018.pdf

b. http://nirlonltd.com/pdf/updating_kyc_details_ aug_2018.pdf

ii. The Company requests its Members, who are holding shares in Physical Form, to immediately demat their physical shares in view of the amendment to the Regulation 40 of the SEBI LODR, 2015.

Accordingly, the Company and its Share Transfer Agents (STAs) shall, from December 5, 2018, transfer shares in dematerialized form only.

The following Link is also attached on the amended Regulation 40 of the SEBI LODR, 2015: http://nirlonltd.com/pdf/reg_40_of_sebi_lodr_2015_ aug_2018.pdf

The Share Transfer Agent letter along with KYC update form as required by the SEBI are attached to this Report.

34. Secretarial Standards

The Directors state that applicable Secretarial Standards,

i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

35. Acknowledgements

Your Directors record their appreciation for the services rendered by KMPs. They acknowledge and record their appreciation for the co-operation and assistance rendered by HDFC Limited, Banks and various Government authorities at State and Central levels. Your Directors thank all stakeholders for their continued support.

Your Directors would also like to place on record their sincere appreciation for the co-operation received from the Reserve Bank of India (RBI), SEBI, BSE Limited, CDSL, NSDL, SHCIL, MCGM and all other statutory and / or regulatory bodies.

For and on behalf of the Board of Directors

Nirlon Limited

Sd / -

Moosa Raza Chairman

(DIN 00145345)

Mumbai, August 6, 2018

---

Mar 31, 2017

The Directors present their 58^th Annual Report along with the Audited Financial Accounts for the Financial Year ended March 31, 2017.

1. Financial Performance

The Company’s Financial Performance for the Year ended March 31, 2017 is summarized below:

(Rs, in Crore)

Particulars	2016-17	2015-16
Gross Income from Operations	281.02	289.85
Gross Profit	213.17	224.39
Interest Paid	64.79	72.25
Cash Profit	148.38	152.14
Depreciation	70.65	80.48
Net Profit / (Loss) Before Exceptional Item/s	77.73	71.66
Add: Exceptional Item/s	2.40	(2.58)
Net Profit / Loss for the Year after Exceptional Item/s	80.13	69.08
Provision for Taxation:
Current tax	14.20	(0.01)
Deferred tax	8.67	25.52
Profit / (Loss) for the Year after tax	57.26	43.57
Add : Carried forward surplus	64.86	29.43
Amount available for appropriation Reserve	122.12	73.00
Proposed dividend on Equity shares	6.76	6.76
Tax on Dividend	1.38	1.38
Balance carried to Balance Sheet	113.98	64.86

2. Financial Operations (Summary)

After receiving the required approvals, the Company has begun development/construction of Phase 5 (redevelopment of Phase 0) in NKP, Goregaon from May 2017. Licences of licensees in these old existing buildings (Phase 0) were therefore not renewed by the Company to allow for the Phase 5 development (redevelopment of

Phase 0). As a result of such non-renewal of licenses, the Company’s Income from Operations, Gross Profit, as well as Cash Profit were marginally lower when compared to the last financial year.

i. Gross Income from Operations for the Financial Year 2016-17 was Rs,281.02 crore as against Rs,289.85 crore for 2015-16.

ii. Gross Profit for the Financial Year 2016-17 was Rs,213.17 crore as against Rs,224.39 crore for 201516.

iii. Cash Profit for the Financial Year 2016-17 was Rs,148.38 crore as against Rs,152.14 crore for 2015

16.

iv. The Exceptional Items :

a. for the Financial Year 2015-16 are the write back of the Property Tax liability of the earlier years on account of assessment as per the Capital Value System, payment of Excise Duty and interest thereon based on the Hon’ble Supreme Court order in relation to manufacture of Nylon Tyrecord Yarn and Fabric during the period April 1999 to June 2000, and payment of Liquidated Damages and interest thereon on delayed payment of Provident Fund dues during the period January 2000 to February 2007.

b. for the Financial Year 2016-17 are the write back of a portion of the property tax liability of earlier years on the basis of actual assessment of Phase 4 by the Municipal Corporation, as against the estimated amounts considered till then, and mesne profits received from Pfizer Limited under the Consent Terms filed before the Hon’ble Small Causes Court, Mumbai.

v. Net Profit for the Financial Year 2016-17 (after taxes and exceptional items) was Rs,57.26 crore as against a profit of Rs,43.57 crore for 2015-16.

The Company is in the business of development and managing an Industrial Park, and during the year under review, there is no change in the business activity of the Company.

3. Reserves

The Board does not propose to transfer any amount to the General Reserve account in the Balance Sheet for the Financial Year 2016-17.

4. Dividend

For the year under review, the Board recommends a dividend of Rs,0.75 paise per equity share of Rs,10/- each (7.5%) amounting to Rs,8.14 crore (inclusive of tax of Rs,1.38 crore), subject to the approval of Members of the Company at their 58^th AGM.

Dividend will be paid to Members whose names appear in the Register of Members as on Thursday, September

14, 2017. In respect of shares held in Dematerialized Form, dividend will be paid to Members whose names are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited, as Beneficial Owners as on that date.

5. Industrial Park Operations at Goregaon (East), Mumbai, India & Future Outlook

Development and management of the Industrial Park / Information Technology (IT) Park, i.e. Nirlon Knowledge Park (NKP) - Goregaon (East), Mumbai.

Nirlon is the owner of NKP, an approx. 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtra’s (GOM) Policy. The current FDI Policy of the GOI permits 100% FDI in Industrial Parks.

i. Construction, Delivery of Licensed Premises, and License Fee Commencement

The planning for the development of NKP in phases began in 2006, and construction in April/May 2007. Currently, four (4) phases of development have been completed.

Phases 1, 2, 3 and 4

A total of approx. 29.46 lakh sq. ft. area has been constructed in Phases 1, 2, 3 and 4 corresponding to approx. 18.78 lakh sq. ft. of licensable area. Licence fees for Phases 1, 2, 3 and 4 continue to be received by the Company as on March 31, 2017.

Please Note The total constructed area of approx. 29.46 lakh sq.ft. for Phases 1, 2, 3 and 4 includes two levels of basements in Phases 1, 2 and 3 and one level of basement, the ground floor (part), mezzanine and four upper levels of parking in

Phase 4, as well as a ten floor multi level car parking (MLCP) (which also has two basements) housing utilities, i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2, in addition to visitor and occupant parking.

Phase 5 (redevelopment of Phase 0):

After receiving the required approvals, the Company has begun development/construction of Phase 5 (redevelopment of Phase 0) in NKP, Goregaon from May 2017. Further particulars are provided in Annexure 8 to this Report, i.e. Management Discussion Analysis.

ii. License Fees

During the year under review, gross license fees from Phases 1, 2, 3 and 4 aggregated approx. Rs,232.24 crore. Approx. Rs,7.77 crore by way of additional license fees were also received from the remaining existing old buildings (Phase 0) and Nirlon House, Worli, Central Mumbai.

iii. Marketing

Phases 1, 2, 3 and 4 of NKP continue to be approx. 99% licensed (as on August 9, 2017) to reputed international and Indian corporate.

The Company has made a specific effort to license its development to well-regarded Corporate, and the campus is fully operational and functional in this regard.

iv. Financing

The Company’s debt funding to date continues to be provided by HDFC Limited.

At the request of the Company, HDFC Limited, has granted a moratorium on payment of their principal securitized loan amounts effective from May 15, 2017, whereby the Company is required to repay only the interest amount on these outstanding securitized loans till the construction of Phase 5 (redevelopment of Phase 0) is completed. This principal moratorium has resulted in incremental cash flows being available to the Company to finance a larger part of the Phase 5 (redevelopment of Phase 0) construction from its internal accruals.

This will result in lower borrowings for the construction of Phase 5 (redevelopment of Phase 0), and consequently an overall reduction in the total debt of the Company, when compared to the option of continuing to repay principal on a monthly basis.

The outstanding loan amounts as on August 9, 2017 aggregate Rs,610.86 crore (including loans used for the ongoing construction of Phase 5 (redevelopment of Phase 0)), on which the Company is presently paying a competitive rate of interest.

The Company’s business plan continues to retain ownership of the NKP development, and offer office space on a leave and license basis only.

6. Nirlon House

The Company continues to co-own 75% undivided interest in approx. 45,475.00 sq.ft. of area in the Nirlon House building in a prime location on Dr. A. B. Road, Worli in Central Mumbai.

7.1 Property Management Functions, Sale of specified Movable Assets and Name User

a. Reco Berry Private Limited (Reco) of Singapore, an affiliate of GIC, the Sovereign Wealth Fund of Singapore and Mr. Kunal V. Sagar, Mr. Rahul V. Sagar, Alfano Pte Limited and Deltron Pte Limited (Promoters) had entered into Share Purchase and Shareholders Agreements dated December 23, 2014, pursuant to which Nirlon Management Services Pvt. Ltd. (NMSPL) was incorporated under the provisions of the Companies Act,

2013 effective from October 7, 2015;

b. Thereafter, the Audit Committee and the Board of Directors of the Company approved, subject to Members’ approval, the proposed Related Party Transactions with NMSPL in accordance with the Related Party Transactions Policy, and the provisions of the Companies Act;

c. The Company obtained Members’ approval by way of an Ordinary Resolution on the proposed Related Party Transactions between the Company and NMSPL at its 57^th AGM held on September 20, 2016 (please note that all interested parties abstained from the voting on this item).

d. Post approval from Members, the following agreements were entered into by the Company and NMSPL on September 23, 2016, effective from October 1, 2016 with regard to :

i. Management Services Agreement appointing NMSPL as a provider of lease management, property management, marketing related, project management and general management services in respect of the properties of the Company on the terms set out in the said Agreement;

ii. Asset Sale Agreement with NMSPL recording:

a. the transfer of identified movable assets relating to the services to be provided from the Company to NMSPL for a consideration of Rs,25.10 lakh from NMSPL;

b. the resignation of certain employees (save and except Key Managerial Personnel) from the Company and their employment with NMSPL on terms no less favorable than those given to them by the Company on the terms set out in the said Agreement;

c. Name User Agreement executed amongst NMSPL, Mr. Kunal V. Sagar, Mr. Rahul V. Sagar and the Company, under which the Company approved the use of the name and mark ‘Nirlon’ in the corporate name of NMSPL, on a royalty free basis, on the terms set out in the said Agreement.

7.2 Implementation / Commencement of Operations under various Agreements

Effective from October 1, 2016, under the Asset Sale Agreement:

a. employees of the Company resigned from the services of the Company, and were employed by NMSPL at no less favorable terms; and

b. the Company upon receipt of the agreed consideration of Rs, 25.10 lakh ( being not less than the market value of the assets) transferred the specified movable assets in favour of NMSPL.

Also effective from October 1, 2016, the Company has been receiving various management services from NMSPL under the Management Services Agreement.

Presently, the Shareholding Pattern of NMSPL is as under: Class A Shares

Sr. No.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal V. Sagar	5,000	33.335%
2.	Mr. Rahul V. Sagar	5,000	33.335%
3.	Reco Fortius Pte Limited	5,000	33.33%
Total		15,000	100%

Class B Shares

Sr. No.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal V. Sagar	89,100	50%
2.	Mr. Rahul V.Sagar	89,100	50%
Total		1,78,200	100%

Class C Shares

Sr.	Name of the Shareholder	No. of	% of Share
No.		Shares held	Holding
1.	Reco Fortius Pte Limited	3,16,800	100%
Total		3,16,800	100%

8. The Board & its Committees

i. Board of Directors:

The total strength of the Board of Directors of the Company consists of 8 (eight) directors including 2 (two) women directors. Of this number, 4 (four) Independent Non-Executive directors, including 1 (one) woman director, constitute 50% of the total strength of the Board of Directors of the Company.

For more detail, please refer to the link:

http://www. nirlon ltd. com/board-committees. html

a. Reappointment of Director at the 58^th AGM

Mrs. Rajani M. Bhagat (DIN 00870716), Director, retires by rotation and being eligible, offers herself for reappointment.

The Board recommends the reappointment of Mrs. Bhagat as a Director to retire by rotation.

b. Changes in the Board during the Financial Year 2016-17

Mr. Kunal V. Sagar who retired by rotation at

the 57^th AGM was reappointed by Members at their 57^th AGM.

Reco Berry Pvt. Ltd., a Promoter of the Company, nominated Mr. Kunnasagaran Chinniah (DIN 01590108), on the Board w.e.f. April 28, 2016. Thereafter, Members of the Company appointed Mr. Chinniah as a Director retiring by rotation at their 57^th AGM held on September 20, 2016.

A brief resume of the Directors, including Mrs. Bhagat, nature of their expertise, and the name of company/ies where they hold Chairmanships, Directorships and Memberships of Board / Committees and Shareholding if any, as stipulated under the required Regulation of the Listing Obligations & Disclosure Requirements Regulations, 2015 (LODR), is provided in this Report, and forms part of this Notice calling the 58^th AGM.

ii. Various Committees of the Board of Directors and their Role and Responsibilities

a. Audit Committee (AC)

The AC of the Board played an important role during the year under review including recommending the appointment/reappointment of, and coordinating with the Statutory Auditors, Internal Auditors, Cost Auditors and other Key Managerial Personnel of the Company. The AC has also rendered guidance, inter alia, in the areas of corporate governance, internal audit, finance, taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of the year. With the compulsory dematerialization of the Company’s shares and electronic mode of transfers, postal dispatches / e-mail correspondence which led to frequent complaints have been minimized.

As on March 31, 2017, approx. 92.40 % of the Company’s total paid up equity share capital was held in Dematerialized Form, and there were no investor grievances /complaints pending.

c. Corporate Social Responsibility Committee (CSRC)

The Board formed a Corporate Social Responsibility Committee on September 23, 2014, and based on its recommendations the Company commenced activities under its CSR policy during the year under review (which was the first year it was required to do so as per the Act).

d. Nomination & Remuneration Committee (NRC)

The NRC recommends to the Board the remuneration/compensation packages of the Executive Director, Key Managerial Personnel and other employees.

e. Risk Management Committee (RMC)

The Board formed a Risk Management Committee on September 23, 2014. During the year under review, this Committee has continued to fulfill its role in, inter alia, identifying, evaluating and mitigating potential risks to the Company.

For more detail, please refer to the link:

http://www.nirlonltd.com/pdf/various_

committees.pdf

f. Anti Sexual Harassment Committee (SHC)

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted a committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

9. Policies & Codes

SEBI introduced the LODR effective from December 1, 2015. The LODR provides, inter alia, for various regulations, annexure and schedules, and hence all prescribed companies were required to comply with the LODR latest by March 31, 2016.

In view of the above and in order to meet with the requirements, the Company made suitable modifications to its existing polices, and also adopted new policies on March 29, 2016. Your Company is compliant with the LODR.

I. Policies

i. Determination of Materiality of Events/ Information (DMEI) Policy

The DMEI Policy for determination of materiality of events/ information inter alia, aims at:

a. ensuring that all investors have equal access to important information that may affect their investment decisions;

b. ensuring that adequate and timely information is provided to investors;

c. avoiding establishment of a false market in the securities of the Company; and

d. Communicating the principles of materiality based on which the Company shall make disclosures of events or information.

For more detail, kindly refer to the link:

http://www. nirlon ltd. com/pdf/dmei_policy_ mar_16.pdf

ii. Related Party Transaction ( RPT) Policy

The RPT Policy is in accordance with the requirement of Regulation 23 of the LODR, 2015 and Section 188 of the Companies Act, 2013, and is intended to ensure the proper approval and reporting of transaction/s between the Company and its Related Parties.

Aims of the RPT Policy

Inter alia, to disclose in the Financial Statements of the Company applicable transaction/s between the Company and Related Parties,

The Composition of the CSR Committee is as follows:

The CSR Committee comprises of Mr. Moosa Raza (Chairman and Independent Director), Mr. Rama Varma, (Independent Director), Mrs. Rajani M. Bhagat, Mr. Kunal V. Sagar and Mr. Rahul V. Sagar (Promoters and Directors).

(? in Lakh''

1. Average Net Profit of the Company for the last three financial years						1,778.94
2. Prescribed CSR Expenditure (two (2) % of the amount as in item 3 below)						35.58
3. Details of CSR spent during the Financial Year a. Total amount to be spent for the Financial Year b. Amount unspent, if any						38.00 *16.80
c. Manner in which the amount spent during the Financial Year is detailed below:
1.	2.	3.	4.	5.	6.	7.	8.
Sr. No.	CSR project or activity identified	Sector in which the Project is covered	Projects or programmes (1) Local area or other (2) Specify the State and district where projects or a programme was undertaken	Amount outlay (budget/limit) project or programmes wise C in Lakh)	Amount spent on the projects or programmes Sub-heads: (1) Direct expenditure on projects or programmes (2) Overheads: (in Rs,)	Cumulative expenditure upto to the reporting period Rs, in Lakh)	Amount spent: Direct or through implementing agency Rs, in Lakh)
1.	The Aangan Trust	Child Protection Service / Promotion of Education	Mumbai, Maharashtra	8.00	1) 7,72,800/2) 27,200/-	8.00	8.00
2.	Antarang Foundation	Employment in Enhancing vocational skills / Entrepreneurship pilot / Communication	Mumbai, Maharashtra	10.00	Nil	Nil	Nil
3.	Dignity Foundation	Eradication of Hunger and Poverty / Food Ration	Mumbai, Maharashtra	10.00	1) 2,60,000/2) 60,000/-	3.20	3.20
4.	Jai Vakeel School, Mumbai run by Jai Vakeel Foundation & Research Centre	Special Education / Promotion of Education	Mumbai, Maharashtra	10.00	1) 9,95,357/2) 4,643/-	10.00	10.00
Total				38.00		21.20	21.20

The Company contributed '' 38 lakh to the implementing agencies towards its CSR Contribution.

*Amount unspent by the implementing agencies Note:

The Company has allocated resources for CSR activities only after due diligence and identification of eligible Projects/ Programmes. The Company shall endeavour to identify more eligible projects for utilization of the allocated budget for CSR activities in the coming years.

Responsibility Statement

Implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives and Policy of the Company.

v. Nomination & Remuneration (NR) Policy

NRC and NR Policy are in compliance with Section 178(1) of the Companies Act, 2013, and Regulation 19 read with Part D of Schedule II of the LODR.

Objectives of the NR Policy:

a. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

b. To evaluate the performance of the Members of the Board, and to provide necessary reports to the Board for further evaluation of the Board;

c. To recommend to the Board levels of remuneration/compensation payable to Directors, Key Managerial Personnel and other Senior Management; and

d. ESOP and other related matters.

For more detail, kindly refer to the link:

http://www. nirlon ltd. com/pdf/nomination_and_ remuneration_policy_mar_16.pdf

vi. Risk Management (RM) Policy

The Regulation 21 of the LODR provides applicability for a Risk Management Committee and Risk Management Plan for the top 100 listed companies based on market capitalization as at the end of the immediate previous financial year.

Although the Company is not required to have the RMC, the Company has instituted the RMC/RM Policy for better safeguarding of business continuity, operations and timely assessment of potential risk, as well as mitigation and minimization procedures for the same.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/risk_mgmt_policy_

mar_16.pdf

vii. Preservation of Documents (POD) Policy

Under Regulation 9 of the LODR, the Company is required to adopt the POD Policy.

Aims of the POD Policy

a. The POD Policy contains guidelines for identifying Documents that need to be maintained, the period of preservation of such Documents and the procedure for their destruction/disposal; and

b. This Policy aims to provide an efficient and systematic control on the periodicity and destruction of business related Documents.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/pod_policy_

mar_16.pdf

viii. Board Diversity Policy

The Policy sets out the approach to have diversity on the Board of the Company in terms of thought, experience, knowledge, perspective and gender, based on the applicable laws, rules and regulations for the Company.

The Company believes that a diverse Board will, amongst others:

a. Enhance the quality of decision making and facilitate better business performance;

b. Encourage diversity of perspective, thereby fueling creativity and innovation;

c. Complement and expand the skills, knowledge and experience of the Board as a whole; and

d. Provide better Corporate Governance.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/board_diversity_

policy.pdf

ix. Anti Sexual Harassment Policy

The Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence, and is therefore, punishable.

During the year under review, there was no complaint in this regard.

II. Codes

i. Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (ICCPIT)

The Board earlier adopted the internal Code of Conduct (‘ICCPIT’) for Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same was effective from June 20, 2015.

Thereafter, the LODR came to force, and the existing ICCPIT was amended suitably. It is also mandatory under the LODR, that every listed entity should have a framework to avoid insider trading and abusive self-dealing.

Further, Regulation 8(1) of the PIT Regulations,

2015 mandates that listed companies formulate and display on their website a code of practices and procedures for fair disclosure of unpublished price sensitive information by adhering to the principles as set out in the Regulations. The principles of fair disclosure are also a part of ICCPIT, and the Company is compliant in this regard.

For more detail, kindly refer to the link:

http://www.nirlonltd.com/pdf/iccpit_mar_16.pdf

ii. Code of Conduct for Board Members and Designated Employees (CCBE)

The LODR 2015 provides specific regulation with respect to the CCBE, and hence, the CCBE originally adopted by the Board on July 26, 2014 was amended suitably on March 29, 2016.

Objectives of CCBE

a. The CCBE envisages that the Board and Designated Employees must act within the boundaries of the authority conferred upon them, and with a duty to comply with the requirements of applicable laws, while discharging their duties and responsibilities; and

b. The principles prescribed in CCBE are general in nature, and lay down broad standards of compliance and ethics, as required by Regulation 17 (5) (a) and 26 of the LODR, 2015. The Board and Designated Employees shall also refer to other applicable policies and procedures of the Company for specific instructions and guidelines, which are to be read in conjunction with the CCBE.

For more detail, kindly refer to the link:

http://www. nirlon ltd. com/pdf/ccbe_mar_ 16.pdf

iii. Code of Conduct for Independent Directors (CCID)

The Board adopted the Code of Conduct for Independent Directors (CCID) and the same was effective from November 13, 2014. As the LODR provide specific regulation with respect to the CCID. The CCID originally adopted by the Board was amended suitably.

Objectives of the CCID

To provide guidance for the professional conduct of Independent Directors (IDs) of the Company in order to adhere to desired standards by the IDs, and for fulfillment of their responsibilities in a professional and faithful manner, so as to promote confidence in the investment community, particularly stakeholders, regulators etc.

For more detail, kindly refer to the link:

http://www. nirlonltd. com/pdf/ccid_mar_ 16.pdf

7. i. Formal Annual Evaluation by the Directors

Pursuant to the provisions of the Act and the relevant provisions of LODR, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Compliance Committees.

ii. Familiarization Programme for Independent Directors

The Company’s Board is diversified with Independent Directors (IDs), who are highly qualified with rich experience. IDs had/ have been associated with various Government agencies and departments, and have been associated with various corporate and business organizations including the Company. They are familiar with the Company’s business activities. Moreover, the Company provides them updates by providing a regular brief on the operations as well making suitable arrangements for visits by the Independent Directors to the NKP site.

For more detail, kindly refer to the link:

http://www. nirlonltd. com/pdf/familiarization_ %20 programme_ids.pdf

iii. Declaration by and Tenure of the Independent Directors

All IDs have given declarations that they meet the criteria of independence and are not disqualified to act as IDs as laid down under Section 149(6) of the Act and the relevant Regulation of LODR.

The IDs were appointed by Members of the Company at their Meeting held on September 23, 2014 to hold the office of Independent Director for a period of five consecutive years. Accordingly, the IDs shall hold office up to March 31, 2019. Letters of appointment were issued to IDs and the same were uploaded on the Company’s website.

For more detail, kindly refer to the links:

a. http://www. nirlonltd. com/pdf/mr_moosa_%20 raza.pdf

b. http://www.nirlonltd.com/pdf/mr_rama_varma. pdf

c. http://www.nirlonltd.com/pdf/mr_arjan_ gurbuxani.pdf

d. http://www.nirlonltd.com/pdf/mrs_aruna_ makhan.pdf

iv. Directors’ Responsibility Statement

To the best of your Directors’ knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statements in terms of Section 134 (3) (c) of the Act:

a. that in the preparation of the Annual Financial Statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements and have 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 at March 31, 2017, and of the Profit of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the annual Financial Statements on a going concern basis;

e. that the Directors have laid down proper internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

v. Number of Board & Audit Committee Meetings

A calendar of Meetings is prepared and circulated in advance to Directors. During the year, 6 (Six) Board Meetings and 5 (five) Audit Committee Meetings were convened and held.

The details of these Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. Promoters & Key Managerial Personnel

a. Promoters

1. Mr. Kunal V. Sagar

2. Mr. Rahul V. Sagar

3. Mrs. Rajani M. Bhagat

4. Reco Berry Private Limited (w.e.f. April 28, 2015)

b. Key Managerial Personnel

1. Mr. Rahul V. Sagar, Executive Director

2. Mr. Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) & Compliance Officer

3. Mr. Manish B. Parikh, Chief Financial Officer

Except for the appointment of Mr. Kunnasagaran Chinniah as a Nominee Director of Reco Berry Pvt. Ltd. w.e.f. April 28, 2016, there was no change in the composition of the Board of the Company, nor in the Key Managerial Personnel of the Company during the Financial Year 2016-17.

9. Loan, Guarantees, Security & Investment

The Company has not made any loan, or given any guarantee, or provided security to any person, and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013, during the Financial Year.

10. Holding, Subsidiary & Associate Company

The Company is not a holding, a subsidiary, or an associate company of any company and vice versa.

11. Fixed Deposits & Debentures

The Company has neither accepted, nor invited any fixed deposits during the Financial Year under review.

The Company has also not issued any debentures during the Financial Year under review.

12. Transfer of any amount to the Investor Education and Protection Fund (IEPF)

There is no amount lying with the Company as unpaid/ unclaimed with respect to any debenture redemption amount and/or fixed deposit, and/or any outstanding interest thereon.

However, as on July 31, 2017, there are amounts of Rs,17,46,884.25, Rs,16,74,005.25 and Rs,17,59,728.75 lying with HDFC Bank Limited in a special account named the ‘Nirlon Limited - Dividend unpaid / unclaimed Dividend Account - Rs,2013-14Rs,, Rs,2014-15’ and ‘2015-16’ respectively, which pertains only to Members who hold their shares in Physical Form.

13. Authorized Share Capital, Paid up Capital & Listed Capital of the Company

The Authorized Share Capital of the Company is Rs,150,00,00,000/- divided into 15,00,00,000 equity shares of Rs,10/- each, and the paid up capital is Rs,90,11,80,400/divided into 9,01,18,040 equity shares of Rs,10/- each.

The Company’s paid up share capital is listed on the BSE Limited with the security code 500307 with ISIN INE910A01012.

Please Note:

1. The Company issued a letter dated May 29, 2017 with regard to issue of New Share Certificates in Form SH - 1 with re-organized distinctive numbers to Members who hold shares in Physical Form, and fixed June 24, 2017 as the cut off date for transacting with the old share certificates.

For more detail, kindly refer to the links:

a. http://www.nirlonltd.com/pdf/issue_of_new%020 share_certificate_2017.pdf

b. http://www.nirlonltd.com/pdf/newspaper_24_ may_2017.pdf

2. The Company successfully uploaded Distinctive Range Number (DRN) of its equity shares with NSDL & CDSL on July 13, 2017 in compliance with the SEBI circular no. CIR/MRD/DP/10/ 2015.

14. Fraud Reporting

During the year under review, there was no fraud reported.

15. Related Party Transactions

The Company has entered into the following related party transactions during the Financial Year 2016-17:

i. The appointment and payment of Managerial remuneration to Mr. Rahul V. Sagar, Executive Director of the Company, pursuant to the special resolution passed by Members through a postal ballot on August 29, 2016;

ii. Payment of dividend declared by Members of the Company.

iii. Execution of the following agreements on September 23, 2016:

a. Management Services Agreement;

b. Assets Sale Agreement; and Name User Agreement.

None of the Directors of the Company has received any commission from the Company.

None of the Directors and Key Managerial Personnel, save and except as stated above, has any pecuniary relationships or transactions vis-a-vis the Company.

As required by the Companies Act, 2013, complete details of all related party transactions are provided for in Form AOC-2 attached as Annexure 6A to this Report.

Related Party Disclosures under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014, are attached as Annexure 6B to this Report.

16. Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status & the Company’s Operations in Future

There are no material orders passed by Regulators/ Courts which would impact the going concern status of the Company and its future operations.

17. Spending on the Corporate Social Responsibility Programme

With respect to the Financial Year 2016-17, two (2)% of the average net profits of the Company made during the three (3) preceding financial year amounts to Rs,35.58 lakh.

The Company spent Rs,38.00 lakh during the Financial Year 2016-17 as per Section 135 of the Companies Act, 2013.

18. Intellectual Property Rights

The Company’s trade mark/service mark, logo/s, and copyrights are registered and well protected under the respective statutes.

19. Auditors

i. Statutory Auditors & their Report

a. Members of the Company at their 57^th AGM held on September 20, 2016 had approved the reappointment of N. M. Raiji & Co., Chartered Accountants, as the Statutory Auditors of the Company, to hold office till the conclusion of 58^th AGM of the Company to be held in the year 2017.

b. In terms of the provisions of Section 139(2) of the Act, N. M. Raiji & Co. are not eligible to be reappointed as the statutory auditors of the Company, consequent to completion of their term. Accordingly, it is proposed to appoint Price Waterhouse Chartered Accountants LLP (FRN 012754N/ N500016), as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing AGM of the Company till the conclusion of the 63^rd AGM to be held in the year 2022, subject to ratification of their appointment at every AGM, if applicable.

c. Price Waterhouse conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by Members, would be within the limits prescribed under the Companies Act, 2013. They have also furnished a declaration in terms of Section 141 of the Act that they are eligible to be appointed as Auditors of the Company and that they have not incurred any disqualifications under the Act.

d. Accordingly, consent of Members is sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for appointment of Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016), Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of the 58^th AGM till the conclusion of the 63^rd AGM to conduct the audits for a period of five (5) years effective from financial years 2017-18 to 2021-22.

ii. Statutory Auditors Report

a. The observations made by the Auditors in the Report referring to Notes forming part of the Accounts are self-explanatory, and therefore do not require any further comments under Section 134(3) (f) of the Companies Act, 2013.

b. There is no qualification in the Audit Report and a certificate to that effect is attached to this Report as Annexure 1.

iii. Internal Auditors

KPMG India has been appointed as the Internal

Auditors of the Company by the Board, based on the recommendation of the Audit Committee for the

Financial Year 2017-18.

iv. Secretarial Auditors & Secretarial Audit Report

a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Alwyn Jay & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the Financial Year 2016-17 is annexed as Annexure 2.

b. There is no qualification in the Secretarial Audit Report.

v. Cost Auditors & Cost Audit Records

The Companies (Cost Records and Audit) Rules, 2014 read along with Companies (Cost Records and Audit) Amendment Rules 2014, specifies criteria for specified industries which are required to maintain cost records and get them audited. The Company’s business as an Industrial Park is covered under Clause 5(a) of Schedule VI of the Companies Act, 2013 and its turnover is also in excess of Rs,100/- crore. It is, therefore, required to maintain cost records which should be audited by a practicing Cost Auditor.

a. In view of the above provisions of the Act, the Board, based on the recommendation of the Audit Committee, has approved the appointment and remuneration of Mr. Vinay B. Mulay, the Practicing Cost Auditor (ICAI-CMA No. 8791 CP No. 101159) of Vinay Mulay & Co., Mumbai to conduct the audit of the cost records of the Company for the financial year ending March 31, 2018.

b. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by Members of the Company.

c. Accordingly, the consent of Members is sought for passing an Ordinary Resolution as set out at Item No.5 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2018.

20. Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo

As required under Section 134 (3) (m) of the Companies Act, 2013 read with read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo were as under:

a. The Company has no manufacturing activities relating to conservation of energy.

b. i. The Company has not made any provision for

research and development expenditure as the same is not applicable.

ii. The Company has no activity relating to technology absorption and innovation.

c. The Company has incurred travel expenses in foreign currencies aggregating to Rs,0.03 crore, and the Company has no foreign earnings.

The Company has incurred professional fee expenses in foreign currency aggregating to Rs,0.45 crore.

21. Details of Appointment & Remuneration of Managerial Personnel and Top 10 Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Managerial Personnel and Top 10 Employees of the Company forms a part of this Report as Annexure 3.

22. Remuneration Ratio of the Directors/Key Managerial Personnel/ Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Managerial Personnel, Directors and Employees of the Company is furnished in Annexure 4.

23. Employees Stock Option Scheme (Nirlon ESOP 2012)

i. Applicable disclosures as on March 31, 2017 are attached as Annexure 5 and form a part of this Report. Relevant details of the schemes have also been disclosed on the website of the Company.

For more detail, kindly refer to the link:

http://www. nirlonltd. com/pdf/esop_scheme_2012. pdf

ii. Under the Nirlon ESOP 2012, the Board approved

7.17.656 options out of which 7,15,000 options were granted to eligible employees and the vesting period was accelerated (options corresponding to

2.656 equity shares of the Company have not been granted till date).

Furthermore, eligible employees have exercised their rights for 7,15,000 options under the Nirlon ESOP 2012.

iii. There have been no material changes to the Nirlon ESOP 2012 during the Financial year under review. The Nirlon ESOP complies in all respects with the applicable rules and regulations.

iv. The Company has received a certificate from Chartered Accountants that the Scheme has been implemented in accordance with SEBI Guidelines, and the required resolution has been passed by Members. This Certificate will be available at the 58^th AGM for inspection by Members.

Please note: The NRC/Board passed a resolution on August 9, 2017 authorizing Directors to take steps to wind up the Nirlon ESOP Trust and Nirlon ESOP Plan 2012 and utilize the proceeds as permitted by Statute.

24. Corporate Governance Disclosure

i. The Company adheres to the principles of Corporate Governance mandated by SEBI under LODR (as applicable), and has complied with all mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance, Annexure 7 to this Report, and a certificate from Alwyn Jay & Co., the Practicing Company Secretaries confirming compliance with Corporate Governance requirements as applicable, form part of this Report.

ii. The Executive Director’s declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Corporate Governance Report.

iii. The Executive Director’s and Chief Financial Officer’s certification under regulation 17 (8) of LODR forms part of the Corporate Governance Report.

25. Management Discussion & Analysis

Details are provided in Annexure 8and form part of this Report.

26. Extract of Annual Return

The details forming part of the extract of the Company’s Annual Return in form MGT 9 are provided in Annexure

9. 27. Share Transfer Agent (STA)

The Company appointed Link Intime India Pvt. Ltd., as its Share Transfer Agent (the ‘STA’). w.e.f. June 3, 2016, pursuant to the SEBI direction, in place of Sharepro Services India Private Limited.

The Registers of Members, Annual Returns etc. are maintained by Link In time India Pvt. Ltd. at their Registered Office situate at C 101, 247 Park, LB S Marg, Vikhroli (West),Mumbai 400 083 and/or at such other place(s) within the city of Mumbai where the STA may have their office from time to time.

28. Postal Ballot

i. The Company passed the following Special

Resolutions on August 29, 2016 through a Postal

Ballot (vide Postal Ballot Notice dated July 9, 2016):

a. Authorizing the Board of Directors to borrow up to Rs,1,500/- Crore from Lending Agency/ies;

b. Authorizing the Board of Directors to create charge(s)/mortgage(s)/ hypothecation(s) on the Company’s movable and/or immovable properties situate at Goregaon (East), Mumbai, both present and future, in order to create security in favor of Lending Agency/ies;

c. Appointing of Mr. Rahul V. Sagar (DIN 00388980) as Executive Director of the Company and the proposed payment of his Managerial Remuneration for a period of 5 (five) years w.e.f. February 1, 2016 to January 31, 2021; and

d. Ratifying of the appointment of Link In time India Pvt. Ltd., to act as the Share Transfer Agent (STA) of the Company, and to keep the Register of Members, Index of Members, Annual Returns etc. at the Registered Office of the STA, and to allow inspection of the same as required under the Act.

ii. The Directors appointed Mr. Alwyn D’souza, Practicing Company Secretary (FCS No.5559 CP No.5137) of Alwyn Jay & Co., Company Secretaries, Mumbai as Scrutinizer (‘the Scrutinizer’) for scrutinizing the voting through the Postal Ballot, including e-voting, in a fair and transparent manner.

iii. The Postal Ballot Forms were deposited at the address given thereon. Duly completed Postal Ballot Forms which reached the Scrutinizer not later than 5.00 p.m. (IST) on Tuesday, August, 23, 2016 were considered.

iv. The Scrutinizer submitted his report to the authorized Director after the completion of scrutiny of the Postal Ballot including e-voting. The result of the Postal Ballot including e-voting was declared on Monday, August 29, 2016 and communicated to the BSE Limited and CDSL. The same was also displayed on the Company’s website at ‘www.nirlonltd.com’.

29. Enhancing Shareholders/Members Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the Company’s productive asset and resource base and nurturing its overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact socio-economic dimensions and contribute to sustainable growth and development.

30. Personnel Relations & Acknowledgements

Personnel relations with employees continue to remain cordial. Your Directors record their appreciation for the services rendered by employees at all levels. They acknowledge and record their appreciation for the cooperation and assistance rendered by HDFC Limited, Banks and various Government authorities at State and Central levels. Your Directors thank all stakeholders for their continued support.

Your Directors would also like to place on record their sincere appreciation for the co-operation received from the Reserve Bank of India, SEBI, the BSE Limited and all other statutory and/or regulatory bodies.

For and on behalf of the Board of Directors

Nirlon Limited

Sd/-

Moosa Raza Chairman

Mumbai, August 9, 2017 (DIN 00145345)

---

Mar 31, 2015

Dear Members,

The Directors present their 56th Annual Report, and the Audited Financial Accounts for the Financial Year ended March 31, 2015.

1 FINANCIAL PERFORMANCE

The Company's Financial Performance for the Year ended March 31, 2015 is summarized below:

(Rs. in Crore)

Particulars 2014-15 2013-14

Gross income from 240.82 203.29 Operations

Gross Profit 185.40 156.22

Interest Paid 75.55 77.67

Cash Profit 109.85 78.55

Depreciation 68.65 48.93

Net Profit / (Loss) Before 41.20 29.62 Exceptional Item/s

Add: Exceptional Item/s 6.66 4.17

Net Profit / Loss for the Year 47.86 33.79 after Exceptional Item/s

Provision for Taxation:

Less: Currenttax 0.05 (5.18)

Less : Deferred tax 15.23 7.34

Profit / (Loss) for the Year 32.58 31.63 after tax

Add/(Less) : Carried Forward 6.33 (18.75) Profit / (Loss)

Amount available for 38.91 12.88 Appropriation

Less : Proposed dividend on 7.91 5.60 Equity shares

Less : Tax on Dividend 1.57 0.95

Balance carried to Balance 29.43 6.33 Sheet

2 FINANCIAL OPERATIONS (SUMMARY)

i) Income from Operations for the Financial Year 2014-15 were Rs. 240.82 crore as against Rs. 203.29 crore for 2013-14, an improvement of approx. 18.46%.

ii) Gross Profit for the Financial Year 2014-15 was Rs. 185.40 crore as against Rs. 156.22 crore for 2013- 14, an improvement of approx. 18.68%.

iii) Cash Profit for the Financial Year 2014-15 was Rs. 109.85 crore as against Rs. 78.55 crore for 2013- 14, an improvement of approx. 39.85%.

iv) The Exceptional Items for the Financial Year 2014-15 are the write back of the Property Tax liability of the earlier years due to the retrospective amendment in respect of the Property Tax levied by the appropriate authorities, and sale of future license fees receivable from Licensees in the Nirlon House premises owned by the Company net of expenses.

v) Net Profit for the Financial Year 2014-15 (after taxes and exceptional items) was Rs. 32.58 crore as against a profit of Rs. 31.63 crore for 2013-14, an improvement of approx. 3.0%.

The Company is in the business of development of an Industrial Park, and during the year under review, there is no change in the business activity of the Company.

3 RESERVES

The Board does not propose to transfer any amount to the General Reserve account in the Balance Sheet for the Financial Year 2014-15.

4 DIVIDEND

For the year under review, your Directors recommended a dividend of Rs. 0.75 paise per equity share of Rs.10 each (7.5 %) amounting to Rs. 8.13 crore (inclusive of tax of Rs.1.37 crore), subject to the approval of Members of the Company at this ensuing Annual General Meeting. Dividend will be paid to Members whose names appear in the Register of Members as on Thursday, September 10, 2015. In respect of shares held in Dematerialised Form, dividend will be paid to Members whose names are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited, as Beneficial Owners as on that date.

5 INDUSTRIAL PARK OPERATIONS AT GOREGAON (EAST), MUMBAI, INDIA AND FUTURE OUTLOOK

Development of the Industrial Park / Information Technology (IT) Park i.e. Nirlon Knowledge Park (NKP) - Goregaon (East), Mumbai.

Nirlon is the owner of NKP, a 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtra's (GOM) Policy. NKP, being an Industrial Park, is eligible for FDI under the automatic route as per the GOI's Consolidated FDI Policy.

Construction, Delivery of Licensed Premises, and License Fee Commencement

Planning for the development of NKP in four phases began in 2006, and construction in April/May 2007. Currently, all four phases are completed.

The Company is in the process of conceptualising, planning and evaluating the feasibility of further development / re-development of its existing old buildings in NKP (phase 5).

Phases 1, 2, 3 and 4: A total of approx. 29.46 lac sq.ft. has been constructed in Phases 1, 2, 3 and 4 corresponding to approx. 18.78 lac sq. ft. licensable area. Income by way of licence fees from approx. 14.75 lac sq.

ft. licensable area, comprising the entire licensable area for Phases 1, 2 and 3 continued to be received by the Company as on March 31, 2015.

License fees for Phase 4 from approx. 98 % of its licensable area began to accrue to the Company in stages during March, June and July, 2015.

Please Note: The total constructed area of approx. 29.46 lac sq.ft. for Phases 1, 2, 3 and 4 includes two levels of basements in phases 1, 2 and 3 and one level of basement, the ground floor (part), mezzanine and four upper levels of parking in Phase 4, as well as a ten floor multi level car parking (MLCP) (which also has two basements) housing the utilities, i.e. generator, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2, in addition to visitor and occupant parking.

Licensee Fees

Gross license fees as on March 31, 2015 from Phases 1, 2 and 3 aggregated approx. Rs. 14.23 crore per month. Additional gross license fees as on March 31, 2014 of approx. Rs. 2.69 crore per month were also accruing from other licensees occupying the existing old buildings in NKP (approx. 3.27 lac sq.ft. as on March 31, 2015).

Further, as on date, approx. Rs. 3.77 crore per month is accruing to the Company from Phase 4 as license fees.

Marketing

Phases 1, 2 and 3 of Nirlon Knowledge Park continue to be fully licensed to reputed International and Indian Corporates.

Phase 4 is ready and has obtained the Occupation Certificate. Approx. 98 % of the licensable area of approx. 4.03 lac sq.ft.in Phase 4 is already licensed to well-regarded Corporates.

Once the fit outs of occupiers in Phase 4 are complete, the campus is expected to be fully occupied and operational.

Financing

The Company's debt funding to date continues to be provided by HDFC Limited, and can be broadly broken down in two categories:

1 Securitized Loans - Rs. 604.88 crore (as on July 29, 2015) being repaid in equal monthly instalments of principal and interest from the existing license fees for Phases 1, 2, 3 and 4.

2 Construction Loan - Rs. 56.00 crore for Phase 4 is still to be securitised as on July 29, 2015. However, interest on this loan is being paid on a monthly basis. This amount will be securitised once the draw down for Phase 4 is complete.

Please note: the Company is paying the same rate of interest for its securitised loans as well as for its construction loan to HDCF Limited.

The Company's business plan will continue to retain ownership of the NKP development, and to

offer office space on a leave and license basis only.

6 NIRLON HOUSE

The Company continues to co-own 75% undivided interest in approx. 45,475.00 sq.ft. in the Nirlon House building in a prime location on Dr. A. B. Road, Worli in Central Mumbai.

7 OPEN OFFER BY M/S. RECO BERRY PRIVATE LIMITED

Members may be aware that M/s. Reco Berry Private Limited (Reco) of Singapore, an affiliate of GIC, the Sovereign Wealth Fund of Singapore, has:

(i) acquired 2,56,00,000 equity shares of the Company comprising of approx. 28.41% of its share capital pursuant to an Open Offer made in accordance with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for which a Public Announcement was made on December 23, 2014; and

(ii) acquired 3,01,59,872 equity shares of the Company comprising approx. 33.46% of its share capital by April 30, 2015, pursuant to certain Share Purchase Agreements dated December 23, 2014 and December 30, 2014.

Presently, Reco holds 5,57,59,872 equity shares of the Company comprising of approx. 61.87% of its share capital and has been classified as a Promoter of the Company, along with the existing Promoters, with effect from April 28, 2015.

8 DIRECTORS

Smt. Rajani M. Bhagat, Director, retires by rotation and being eligible, offer herself for re-appointment. The Board recommends the re-appointment of Smt. Bhagat for approval of the Members.

Brief resume of the directors, including Smt. Bhagat, nature of their expertise, and name of company/ies where they hold Chairmanships, Directorships and Memberships of Board / Committees and shareholding if any, as stipulated under Clause 49 of the listing agreement with the BSE Limited, is provided in this Report and forms part of this Notice calling the 56th Annual General Meeting.

9 NUMBER OF BOARD /AUDIT COMMITTEE MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, six (6) Board Meetings and four (4) Audit Committee Meetings were convened and held.

The details of these meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10 DECLARATION BY AND TENURE OF THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the listing agreement.

The Independent Directors were appointed by the Members of the Company at their meeting held on September 23, 2014 to hold the office of Independent Director for a period of five consecutive years. Accordingly, the Independent Directors shall hold office up to March 31,2019.

Letters of appointment were issued to Independent Directors and the same were uploaded on the Company's website.

11 FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listing agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Compliance Committees.

12 VARIOUS COMMITTEES OF THE BOARD OF DIRECTORS AND THEIR ROLE AND RESPONSIBILITIES

A) AUDIT COMMITTEE (AC)

The Audit Committee of the Board played an important role during the year. It co-ordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of corporate governance, internal audit, finance and accounts.

B) STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC)

The Stakeholders Relationship Committee has met regularly in the course of the year. With the compulsory dematerialization of the Company's shares and electronic mode of transfers, postal dispatches which led to frequent complaints have been minimized. As on March 31, 2015, approx. 91.64% of the Company's total paid up equity share capital was held Dematerialized Form, and there were no investor grievances /complaints pending with the Registrar.

C) NOMINATION & REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee recommends to the Board the remuneration Package of Executive Directors, Key Managerial Personnel and other employees.

D) CORPORATE SOCIAL RESPONSIBILTY COMMITTEE (CSRC)

The Board formed a Corporate Social Responsibility Committee on September 23, 2014.

E) RISK MANAGEMENT COMMITTEE (RMC)

The Board formed a Risk Management Committee

on September 23, 2014.

13 ADOPTION OF VARIOUS POLICIES AND CODES BY THE COMPANY

I) POLICIES:

A) CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Board has formulated a Corporate Social Responsibility Policy. However, the Company has not spent any amount on CSR activities during the Financial Year 2014-15 as the average net profits of the Company made during the three (3) immediately preceding financial years were negative as calculated under the relevant Section 135 (5) of the Companies Act, 2013.

B) RISK MANAGEMENT POLICY

The Company is required to follow an orderly risk management system, as the Company is exposed to various risks which might threaten its business continuity and operations, if not identified and addressed in time.

The Company therefore follows a proactive risk management policy, aimed at protecting its employees, assets and the environment, while at the same time ensuring growth and continuity of its business. Regular updates are made available to Executive Directors and Independent Directors at Board Meetings, and in special cases on an ad-hoc basis.

C) NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

D) WHISTLE BLOWER POLICY

The Company has a vigil mechanism system called the Whistle Blower Policy (WBP) to deal with instances of fraud and mismanagement, if any.

E) RELATED PARTY TRANSACTIONS POLICY

The Company has laid down a Related Party Transactions Policy. During the year under review, there were no Related Party Transactions except as stated in Point No. 27 of the Directors' Report.

F) ANTI-SEXUAL HARRASEMENT POLICY

The Company has an Anti Sexual Harassment Policy in place. During the year under review, there were no complaints in this regard.

II) CODES:

A) CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

B) CODE FOR BOARD AND DESIGNATED EMPLOYEES UNDER CLAUSE 49 OF THE

LISTING AGREMEENT

C) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The above Policies and Codes are adopted by the Board, and are made available on the Company's Website, 'www.nirlonltd.com'.

14 DIRECTORS' RESPONSIBILITY STATEMENT

To the best of your Directors knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at March 31, 2015, and of the Profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place, and that these financial controls were adequate and were operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws were in place, and were adequate and operating effectively.

15 STATUTORY AUDITORS AND THEIR REPORT

The Company's Statutory Auditors, M/s N. M. Raiji & Co. (Firm Registration no.108296W), Chartered Accountants, retire as auditors of the Company at the conclusion of 56th Annual General Meeting, and are eligible for re-appointment. They have indicated their willingness to accept re-appointment, and have furnished the necessary certificate in terms of Section 139 of the Companies Act, 2013.

The Audit Committee has considered and recommended the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, as Statutory Auditors of the Company to the Board of Directors.

As required under Clause 49 of the listing agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board of Directors have accepted the Audit Committee's recommendation, and recommended the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, to Members as the Statutory Auditors of the Company, and request Members to authorise the Board of Directors to fix their remuneration.

STATUTORY AUDITORS REPORT

The observation made by the Auditors in the Report referring to the Notes forming part of the Accounts are self-explanatory, and therefore do not require any further comments under Section 134(3) (f) of the Companies Act, 2013.

There is no qualification in the Audit Report and a certificate to that effect in 'Form A' as per Clause 31 of the listing agreement is attached to this Report as Annexure 1.

16 INTERNAL AUDITORS

M/s. DH Consultants Private Limited (earlier known as M/s. BDO Consulting Private Limited) are appointed as Internal Auditors of the Company, and their reports are reviewed by the Audit Committee appointed by the Board.

17 SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alwyn Jay & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 2.

There is no qualification in the Secretarial Audit Report.

18 COST AUDITORS AND COST AUDIT RECORDS

The Companies (Cost Records and Audit) Rules, 2014 read alongwith Companies (Cost Records and Audit) Amendment Rules 2014, specifies criteria for specified industries which are required to maintain cost records and get them audited. The Company's business as an Industrial Park is covered under Clause 5(a) of Schedule VI of the Companies Act, 2013 and its turnover is in excess of Rs. 100/- Crore. It is therefore required to maintain cost records which should be audited by a practicing Cost Auditor.

In view of the above provisions of the Act, the Board, based on the recommendation of the Audit Committee, has approved the appointment and remuneration of Shri Vinay B. Mulay, the Practicing Cost Auditor (ICAI-CMA No. 8791 CP No. 101159) of M/s. Vinay Mulay & Co., Mumbai to conduct the audit of the cost records of the Company for the financial year ending March 31,2016. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by Members of the Company.

Accordingly, the consent of Members is sought for passing an Ordinary Resolution as set out at Item No.5 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2016.

19 LOAN. GUARANTEE. SECURITY AND INVESTMENT

The Company has not made any loan, or given guarantee, or provided security to any person, and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013, during the Financial Year.

20 HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

The Company is not a holding, a subsidiary, or an associate company of any company and vice versa.

21 FIXED DEPOSITS AND DEBENTURES

The Company has neither accepted, nor invited any fixed deposits during the Financial Year.

The Company has also not issued any debentures during the Financial Year.

22 TRANSFER OF ANY AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount lying with the Company as unpaid/ unclaimed with respect to any debenture redemption amount and/or fixed deposit, and/or any outstanding interest thereon.

However, as on July 29, 2015, there is an amount of Rs. 17.69 lac lying with Bank of India in a special account named the "Nirlon Limited- Dividend unpaid / unclaimed Dividend Account - 2013-14" which pertains only to Shareholders who hold their shares in Physical Form.

23 PROMOTERS AND KEY MANAGERIAL PERSONNEL

A) Promoters

1. Shri Kunal V. Sagar

2. Shri Rahul V. Sagar

3. Smt. Rajani M. Bhagat

4. M/s. Reco Berry Private Limited (w.e.f. April 28, 2015)

B) Key Managerial Personnel

1. Shri Kunal V. Sagar, Executive Vice Chairman

2. Shri Rahul V. Sagar, Executive Director

3. Shri Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) & Compliance Officer

4. Shri Manish B. Parikh, Chief Financial Officer There is no change in Directors, Key Managerial Personnel and Promoters during the Financial Year. However, M/s. Reco Berry Private Limited has become a Promoter effective from April 28, 2015.

24 RE-CLASSIFICATON OF THE AUTHORISED SHARE CAPITAL OF THE COMPANY

As on July 29, 2015, Members of the Company are in the process of casting their vote for, inter alia, the passing of a special resolution through a Postal Ballot, including e-voting, for the alteration of Capital Clause No. 5 of the Memorandum of Association of the Company by re-classifying its 1,00,000 un-issued cumulative redeemable preference shares of of Rs. 100 each, aggregating Rs. 1,00,00,000, to 10,00,000 equity shares of Rs. 10 each, aggregating Rs. 1,00,00,000. As a result, the Company's total Authorised Share Capital will become Rs. 150,00,00,000 divided into 15,00,00,000 equity shares of Rs. 10 each.

25 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There are no material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

26 FRAUD REPORTING

During the year under review, there was no fraud in the Company.

27 RELATED PARTY TRANSACTIONS

There were no related party transactions during the Financial Year, except the appointment of and remuneration being paid to the Executive Vice Chairman, and Executive Director of the Company, pursuant to the special resolutions passed by the Members, and payment of dividend as declared by the Members of the Company.

The Company has a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors of the Company has received any commission from the Company.

None of the Directors and Key Managerial Personnel, save and except as stated above, have any pecuniary relationships or transactions vis-a-vis the Company.

The Company has not entered in to any contracts or arrangements with related parties and hence reporting in the Form AOC-2 is not applicable.

28 SPENDING ON THE CORPORATE SOCIAL RESPONSIBILITY PROGRAMME

The Company was not required to spend any amount during the Financial Year 2014-15 as the average net profits of the Company made during the three (3) immediately preceding financial years were negative as per Section 135 (5) of the Companies Act, 2013.

29 INTELLECTUAL PROPERTY RIGHTS

The Company's trade mark/service mark, logo/s, and copyrights are registered and well protected under the respective statutes.

30 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134 (3) (m) of the Companies Act, 2013 read with read with Rule 8 of The Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and foreign exchange earning and outgo were as under:

A) The Company has no manufacturing activities relating to conservation of energy.

B) 1. The Company has not made any provision for research and development expenditure as the same is not applicable.

2. The Company has no activity relating to technology absorption and innovation.

C) The Company has incurred travel expenses in foreign currencies aggregating to Rs. 0.03 crore, and the Company has no foreign earnings.

The Company has incurred professional fee expenses in foreign currency aggregating to Rs. 0.99 crore.

31 MANAGERIAL REMUNERATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms a part of this Report as Annexure 3.

32 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished in Annexure 3A.

33 EMPLOYEES STOCK OPTION SCHEME (NIRLON ESOP 2012)

The disclosure as required under clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 as on March 31, 2015 is attached as Annexure 4 and forms a part of this Report.

The Company has received a certificate from Chartered Accountants that the Scheme has been implemented in accordance with SEBI Guidelines, and the required resolution has been passed by Members. This Certificate will be available at the Company's 56th Annual General Meeting for inspection by Members.

34 CORPORATE GOVERNANCE DISCLOSURE

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI), and has complied with all mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance, Annexure 5, to this Report, and a certificate from M/s. Alwyn Jay & Co., a firm of Company Secretaries in Practice confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the listing agreement entered into with the BSE Limited, form part of this Report.

The Executive Vice Chairman and Executive Director's declarations regarding compliance with the Code of Business Conduct and Ethics forms part of this Corporate Governance Report.

35 MANAGEMENT DISCUSSION AND ANALYSIS

Details are provided in Annexure 6 and form part of this Report.

36 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Company's Annual Return in form MGT 9 are provided in Annexure 7.

37 ENHANCING SHAREHOLDERS/MEMBERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the Company's productive asset and resource base and nurturing its overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact socio-economic dimensions and contribute to sustainable growth and development.

38 PERSONNEL RELATONS AND ACKNOWLEDGE- MENTS

Personnel relations with employees continue to remain cordial. Your Directors record their appreciation for the services rendered by employees at all levels. They acknowledge and record their appreciation for the co- operation and assistance rendered by HDFC Limited, Banks and various Government authorities at State and Central levels. Your Directors thank all stakeholders for their continued support.

We would also like to place on record our sincere appreciation for the co-operation received from the Reserve Bank of India, SEBI, the BSE Limited and all other statutory and/or regulatory bodies.

For and on behalf of the Board of Directors Nirlon Limited

Moosa Raza Mumbai, July 29, 2015 Chairman

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Mar 31, 2013

The Directors'' present their 54th Annual Report, and the Audited Financial Accounts for the Year ended March 31, 2013.

FINANCIAL PERFORMANCE :

(Rs.in Crore) 2012-13 2011-12

Gross Sales and Other Income 161.68 142.60

Gross Profit 119.18 86.54

Interest paid 65.32 71.05

Cash Profit 53.86 15.49

Depreciation 42.62 49.41

Net Profit/ (Loss) before 11.24 (-33.92)

Exceptional items

Add: Exceptional items 11.50 0.00

Net Profit / (Loss) for the Year after 22.74 (-33.92)

Exceptional items

Provision for Taxation:

Current Tax 4.90 0.76

Deferred Tax 5.82 (-15.04)

Profit /(Loss) for the Year after Tax 12.02 (-19.64)

Gross Sales and Other Income for the Financial Year 2012- 13 were Rs. 161.68 crore as against Rs. 142.60 crore for 2011-12, an improvement of 13.38% (Rs. 19.08 Crore). Gross Profit for the Financial Year 2012-13 was Rs.119.18 crore as against Rs. 86.54 crore for 2011-12, an improvement of 37.71 % (Rs. 32.64 Crore).

Cash Profit for the Financial Year 2012-13 wasRs. 53.86 crore as against Rs. 15.49 crore for 2011-12, an improvement of 247.70 % (Rs. 38.37 Crore).

The Exceptional item for the Financial Year 2012-13 is the right back of the Property Tax liability of the earlier years due to the retrospective amendment in respect of the Property Tax levied by the appropriate authorities.

Net Profit for the Financal Year 2012-13 (after taxes and exceptional items) was Rs. 12.02 crore as aganst a loss of Rs. 19.64 crore for 2011-12. DIVIDEND

The Directors do not recommend any dividend.

DIRECTORS

Shri Arjan Gurbuxani and Smt. Rajani Bhagat, Directors, retire by rotation and being eligible, offer themselves for re-appointment at this 54th Annual General Meeting.

A brief resume of the Directors to be re-appointed, nature of their expertise, and name of the company/ies in which they hold Chairmanships, Directorships and Memberships of Board Committees, if any, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, is provided and forms part of the Notice calling the 54th Annual General Meeting, and is recommended for the approval of the Shareholders.

OPERATIONS & FUTURE OUTLOOK :

i) Development of the Industrial Park /Information Technology (IT) Park i.e. Nirlon Knowledge Park ( NKP) – Goregaon, Mumbai

Nirlon Limited is the owner of NKP, a 23 acre campus in Goregaon (E) Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtra''s IT Policy. NKP, being an Industrial Park, is eligible for FDI under the Automatic Route as per the Government of India''s Consolidated FDI Policy.

Construction, Delivery of Premises, and License Fee Commencement

Planning for the development of NKP in four phases began in 2006, and construction in April/May 2007. Currently, Phases 1 and 2 are complete and phase 3 is expected to be complete by August -September 2013.

Phases 1 & 2: A total of approx. 16.75 lacs sq. ft. has been constructed in Phases 1 and 2, corrosponding to approx.10.75 lacs sq. ft. of licensable area. Income by way of License fees from this 10.75 lacs sq. ft. licensable area, comprising the entire licensable area for Phases 1 & 2, is accruing to the Company as on March 31, 2013.

Please note: The total constructed area of approx. 16.75 lacs sq.ft. for Phases 1 and 2 includes two levels of basement parking for each of the four office Blocks, as well as a 10 floor Multi Level Car Parking (MLCP) (which also has two basements) housing the utilities, i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2, in addition to visitor and occupant parking. Gross License fees as on March 31, 2013 from Phases 1 and 2 aggregate approx. Rs. 9.06 crore per month. Additional gross License fees as on March 31, 2013 of approx. Rs. 2.25 crore per month are also accruing from other licensees occupying the existing old buildings in NKP (approx. 3.41 lacs sq. ft. as on March 31, 2013).

Phase 3: Construction of Phase 3 (approx. 5.46 lacs sq. ft. of constructed area corresponding to approx. 4.00 lacs sq. ft. of licensable area) commenced in the last quarter of 2010, and is expected to be complete by August/September 2013. License fees from Phase 3 are estimated to begin accruing in stages from September 2013, and are expected to aggregate approx.Rs. 4.30 crore per month from the January-March quarter 2014 (the intervening period from the Project completion to license fee commencement being the fit out period for potential licensees).

Phase 4: Construction of Phase 4 (approx. 7.25 lacs sq. ft. of constructed area corresponding to approx. 4.00 lacs sq. ft. licensable area including additional parking area for all four phases) commenced in the last quarter 2012, and is expected to be complete by the October-December quarter of 2014, with license fee commencement from approx. April 2015. When complete, (estimated by October- December 2014) the total licensable area (including approx. 3.19 lacs sq. ft. in existing old buildings proposed to be retained) in NKP will be approx. 21.94 lacs sq. ft.

Marketing

Profiles of occupants occupying the Phase 1 and Phase 2 premises presently comprise highly regarded and well known International and Indian corporates. The Company has been successful in licensing space in Phase 3 to similarly renowned Corporates and MNCs, with approx. 96% of the space comitted by July 31, 2013.

The Company has received strong expressions of interest for its Phase 4 Developement, and is cautiously optimistic of receiving firm commitments for an appreciable amount of space in this phase before the expected building completion in the October-December 2014 quarter.

Financing

The Company''s debt funding to-date continues to be provided by HDFC Limited and can be broadly be broken down into three categories:- (i) Securitized loan - Rs. 561.68 crore (as on March 31, 2013) being repaid in equal monthly installments of principal and interest from the existing License fees. (ii) Construction loan for Phase 3 - Rs. 118.00 crore has been drawn down as on March 31, 2013 (out of a total of Rs. 200.00 crore sanctioned). (iii) Construction loan for Phase 4 - Has not yet been drawn down as on March 31, 2013 (total of Rs. 225.00 crore sanctioned).

The Company''s business plan will continue to retain ownership of the NKP development, and to offer office space on a leave and license basis only. ii) Nirlon House

The Company continues to own 75% undivided interest in approx. 45,475 sq.ft. in the ''Nirlon House'' building at a prime location on Dr. A. B. Road, Worli, in Central Mumbai.

FIXED DEPOSITS

The Company has neither accepted nor invited any fixed deposits during the Financial Year.

DEBENTURES

The Company has not issued any debentures during the Financial Year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Directors'') Rules, 1988 the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are as under:

(A) The Company has no manufacturing activities relating to conservation of energy.

(B) 1. The Company has not made any provision for research & development expenditure as the same is not applicable. 2. The Company has no activity relating to technology absorption and innovation.

(C) The Company has incurred travel expenses in foreign currency aggregating to Rs. 6.99 lacs (Previous Year Rs. 6.35 lacs), and the Company has no foreign exchange earnings.

The Company has incurred professional fee expenses in foreign currency aggregating to Rs. 80.91 lacs (Previous YearRs. 85.99 lacs). EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (''Particulars of Employees'') Rules, 1975 (as amended to date) is attached as Annexure I and forms part of this Report. EMPLOYEES'' STOCK OPTION SCHEME (NIRLON ESOP 2012)

The Disclosure as required under clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as on March 31, 2013 is attached as AnnexureII and forms part of this Report.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines, and the resolution passed by the Shareholders. The Certificate would be place at the Annual General Meeting for inspection by the Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, the Board of Directors hereby confirm: i) that in the preparation of the Annual Accounts for the Year ended March 31, 2013, applicable Accounting Standards have been followed, along with proper explanations relating to material departures; ii) that the Directors 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 for the Year ended March 31, 2013, and of the net Profit of the Company for that Year; iii) that the Directors 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; iv) that the Directors have prepared the Accounts for the Year ended March 31, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE DISCLOSURE

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI), and has complied with all mandatory requirements. The non- mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance (Annexure III to this Report) and a certificate from the Statutory Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Limited, forms part of this Report.

The Executive Vice Chairman''s and Exceutive Director''s declaration regarding compliance with the Code of Business Conduct and Ethics forms part of this Corporate Governance Report.

MANAGEMENT DISCUSSION ANALYSIS

Details are provided in Annexure IV and form part of this Report.

STATUTORY AND INTERNAL AUDITORS

The Company''s Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the 54th Annual General Meeting, and are eligible for re- appointment. They have indicated their willingness to accept re- appointment, and have further furnished the necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the re- appointment of M/s. N. M. Raiji & Co., Chartered Accountants, as Statutory Auditors of the Company to the Board of Directors.

The Board of Directors have accepted the recommendation, and recommend the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, to the Shareholders as the Statutory Auditors of the Company, and request the Shareholders to authorize the Board of Directors to fix their remuneration.

M/s. DH Consultants Private Limited (earlier known as "M/s. BDO Consulting Pvt. Ltd.") are appointed as Internal Auditors of the Company and their reports are reviewed by the Audit Committee appointed by the Board.

AUDITOR''S REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self explanatory, and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

NIRLON KNOWLEDGE PARK AWARDS & CERTIFICATION

AWARDS:

- INTERNATIONAL PROPERTY AWARDS ASIA PACIFIC, 2012- 13 for ''Best Commercial Renovation /Redevelopment''.

- CONSTRUCTION WEEK INDIA AWARDS, 2012 for -

a. Commercial Project of the Year (Runner Up)

b. Green Project of the Year (Runner Up)

- SMART LIVING AWARDS, 2010 for -

a. Safe Project Commercial

b. Best Green Project Commercial

c. Best Corporate Spaces - SEZ''s & IT Park

CERTIFICATION:

- Nirlon Knowledge Park (Phase 2) - An IT Park for Offices IT/ ITES & BFSI Companies, LEED India for Core & Shell Gold, June 2011.

- Nirlon Knowledge Park (Cooling Tower Café, Nirlon) - LEED India for Core & Shell Gold, May 2011.

- Nirlon Knowledge Park (Phase 1) - An IT Park for Offices IT/ ITES & BFSI Companies, LEED India for Core & Shell Gold, May 2010.

PERSONNEL RELATIONS AND ACKNOWLEDGEMENTS

Personnel relations with Employees continue to remain cordial. Your Directors record their appreciation for the services rendered by Employees at all levels. They acknowledge and record their appreciation for the co-operation and assistance rendered by HDFC Limited, Banks, and various Government Authorities at the State and Central levels. Your Directors thank all Stakeholders for their continued support.

For and on behalf of the Board of Directors

For Nirlon Limited

Moosa Raza Chairman

Mumbai, July 31, 2013

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Mar 31, 2012

The Directors' present their Fifty Third Annual Report and the Audited Financial Accounts for the year ended March 31, 2012.

FINANCIAL PERFORMANCE

(Rs. in Crore)

2011-12 2010-11

Gross Sales and Other Income 142.42 152.85

Gross Profit 86.54 107.00

Interest paid 71.05 57.98

Cash Profit 15.49 49.02 Depreciation 49.41 46.00

Net Profit/ (Loss) before (-33.92) 3.02

extraordinary items

Less: Extraordinary items

VRS 0.00 2.52 Aet Profit/ (Loss) for the year after (-33.92) 0.50

extraordinary items

Provision for Taxation:

Current Tax 0.76 0.10

Income tax adjustments 0.00 0.00 of earlier years

Deferred Tax (-15.04) 0.04

Profit /(Loss) for the year after Tax (-19.64) 0.36

The Gross Sales and Other Income for the previous Financial Year 2010-11 includes onetime income, i.e. profit on sale of Tarapur land of Rs. 38.75 crore. Accordingly, the performance for the Financial Year 2011-12 as compared to financial year 2010-

11, excluding this onetime income, is as follows:

The Gross Sales and Other Income for the current year 2011-12 amounts to Rs. 142.42 crore as against Rs. 113.10 crore for the previous year 2010-11, an improvement of 26 %.

The Gross Profit for the current year 2011-12 amounts to Rs. 86.54 crore as against Rs. 68.25 crore for the previous year 2010-11, an improvement of 27 %.

The Cash Profit for the current year 2011-12 amounts to Rs. 15.49 crore as against Rs. 10.27 crore for the previous year 2010-11, an improvement of 51 %.

The Net Loss (before extraordinary items) for the current year 2011-12 amounts to Rs. 33.92 crore as against Rs. 35.73 crore for the previous year 2010-11, an improvement of 5 %.

DIVIDEND

The Directors do not recommend any dividend in view of the net loss for the year.

DIRECTORS

Shri Rama Varma and Smt. Aruna Makhan, Directors, retire by rotation and being eligible, offer themselves for re-appointment at this Fifty Third Annual General Meeting.

A brief resume of the Directors to be re-appointed, nature of their expertise, and name of the company/ies in which they hold Directorships and Memberships/ Chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, is provided and forms part of the Notice of the Fifty Third Annual General Meeting, and is recommended for the approval of the shareholders.

Shri Jaidev Shroff has resigned from the Board as Director w.e.f. February 6, 2012. The Directors place on record their appreciation of the valuable services rendered by Shri Shroff during his tenure as Director of the Company.

OPERATIONS & FUTURE OUTLOOK i) Development of the Industrial Park /Information Technology (IT) Park i.e. Nirlon Knowledge Park ( NKP) - Goregaon, Mumbai

Nirlon Limited is the owner of NKP, a 23 acre campus in Goregaon (E), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtra's IT Policy. NKP, being an Industrial Park, is eligible for FDI under the Automatic Route as per the Government of India's Consolidated FDI Policy.

Construction, Delivery of Premises, and License Fee Commencement

Planning for the development of NKP in four phases began in 2006, and construction in April/May 2007. Currently, Phases 1 and 2 are complete.

Phases 1 & 2: A total of approx. 16.75 lac sq. ft. has been constructed in Phases 1 and 2. Income by way of License fees from approx. 10.60 lac sq. ft. licensable area, which corresponds to approx. 99 % of the total licensable area for Phases 1 & 2 of approx. 10.75 lac sq. ft., is accruing to the Company as on March 31, 2012.

Please note: The total constructed area of approx. 16.75 lac sq.ft. for Phases 1 and 2 includes two levels of basement parking for each of the four office Blocks, as well as a 10 floor Multi Level Car Parking ( MLCP) ( which also has two basements) housing the utilities, i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and

2, in addition to visitor and occupant parking.

Gross License fees as on March 31, 2012 from Phases 1 and 2 aggregate approx. Rs. 8.46 crore per month. Additional gross License fees as on March 31, 2012 of approx. Rs. 1.32 crore per month are also accruing from other licensees occupying the existing old buildings in NKP (approx. 3.41 lac sq. ft.).

Phase 3: Construction of Phase 3 (approx. 5.46 lac sq. ft. of constructed area corresponding to approx. 3.97 lac sq. ft. of licensable area) commenced in the last quarter of 2010, and is expected to be complete by approx. the April - June quarter of 2013.

License fees from Phase 3 are estimated to begin accruing in stages from approx. October 2013 (the intervening period from the Project completion to license fee commencement being the fit out period for potential licensees).

Phase 4: Construction of Phase 4 (approx. 7.25 lac sq. ft. of constructed area corresponding to approx. 4.23 lac sq. ft. licensable area [including additional parking area for all four phases]) is estimated to commence from July -August 2012. Completion of Phase 4 is expected by the October- December quarter of 2014, and license fee commencement from approx. April 2015.

When complete, (estimated by approx. October- December 2014) the total licensable area (including existing old buildings) in NKP will be approx 22.36 lac sq. ft.

Marketing

The profile of occupants occupying Phase 1 and Phase 2 presently comprise highly regarded and well known International and Indian corporates. The Company is targeting a similar profile of successful Corporates for its Phase 3 and Phase 4 development.

Thus far, the Company has signed binding LOIs with two MNC's who have committed to license space in Phases

3 / 4. Further the Company is in serious discussions with various other well known and financially sound Corporates to secure additional commitments for these phases.

Financing

The Company's debt funding to-date continues to be provided by HDFC Limited and can be broadly be broken down into three categories:-

(i) Securitized loan - Rs. 518.89 crore (as on March 31, 2012) being repaid in equal monthly installments of principal and interest from the existing License fees.

(ii) Construction loan for Phase 3 - Rs. 57.00 crore drawn down as on March 31, 2012 (out of a total of Rs. 200.00 crore sanctioned).

(iii) Construction loan for Phase 4 - Rs. 225.00 crore has been sanctioned to date.

Preferential Issue of 1,35,49,000 Equity Shares issued and allotted on July 21, 2011 ( at a premium of Rs. 45.00 per share) : The proceeds of Rs. 74.52 crore from this Preferential Issue have been utilized as envisaged, for enhancing the efficiency of the NKP development through a prudent and responsible mix of project financing.

The Company's business plan will continue to retain ownership of the NKP development, and to offer office space on a leave and license basis only.

ii) Nirlon House

The Company continues to own 75% undivided interest in approx. 45,475 sq.ft. in the 'Nirlon House' building at a prime location on Dr. A. B. Road, Worli, in Central Mumbai.

FIXED DEPOSITS

The Company has neither accepted nor invited any fixed deposits during the year.

DEBENTURES

The Company has not issued any debentures during the year. POSTAL BALLOT

The Company has passed special resolutions by way of a Postal Ballot , and has declared results on May 23, 2012 with respect to the following items:-

a. Under Section 269 read with the Schedule XIII to the Companies Act, 1956 and other applicable provisions of the Act seeking approval of the Members for the Appointment and Remuneration of Shri Rahul Sagar as the Executive Director of the Company for a period of three years w.e.f. April 1, 2012;

b. Under Section 31 of the Companies Act, 1956 for Alteration of Articles of Association of the Company by addition of Article 13A; and

c. Under Section 81(1A) and other applicable provisions of the Companies Act, 1956 for approval of the Nirlon Employee Stock Option Scheme 2012.

EMPLOYEES STOCK OPTION SCHEME (ESOP)

Pursuant to the resolution passed by the shareholders of the Company by way of a postal ballot on May 23, 2012, the Company granted 7,15,000 stock options to its employees at an issue price of Rs. 41.30 per share on May 30, 2012 in accordance with NIRLON ESOP 2012. Each option entitles the holder to purchase one equity share of the Company at the issue price. No options have been vested till date.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Directors') Rules 1988 the particulars

relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are as under :

(A) The Company has no manufacturing activities relating to conservation of energy.

(B) 1. The Company has made not made any provision for

research & development expenditure as the same is not applicable.

2. The Company has no activity relating to technology absorption and innovation.

(C) The Company has incurred travel expenses in foreign currency aggregating to Rs. 6.35 lac (Previous Year Rs. 2.76 lac) and the Company has no foreign exchange earnings.

The Company has incurred professional fee expenses in foreign currency aggregating to Rs. 85.99 lac (Previous Year Rs. 109.92 lac).

EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies ('Particulars of Employees') Rules, 1975 (as amended to date) is attached as Annexure I and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, the Board of Directors hereby confirm:

i) that in the preparation of the annual accounts for the year ended March 31, 2012, applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2012, and of the net losses of the Company for that year;

iii) that the Directors 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;

iv) that the Directors have prepared the accounts for the year ended March 31, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE DISCLOSURE

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI), and has complied with all the mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance (Annexure II to this Report) and a certificate from the Statutory Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Limited, forms part of this Report.

The Executive Vice Chairman's declaration regarding compliance with the Code of Business Conduct and Ethics forms part of this Corporate Governance Report.

MANAGEMENT DISCUSSION ANALYSIS

Details are provided in Annexure III and form part of this Report.

INTERNAL AND STATUTORY AUDITORS

M/s. Haribhakti & Co., Chartered Accountants are appointed as Internal Auditors of the Company and their reports are reviewed by the Audit Committee appointed by the Board.

The Company's Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Fifty Third Annual General Meeting, and are eligible for re-appointment. They have indicated their willingness to accept re-appointment and have further furnished the necessary Certificate in terms of Section 224(1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, as Statutory Auditors of the Company to the Board of Directors. The Board of Directors have accepted the recommendation and recommend to the Shareholders the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, as the Statutory Auditors of the Company and authorized the Board of Directors to fix their remuneration.

AUDITORS' REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self explanatory , and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

PERSONNEL RELATIONS AND ACKNOWLEDGEMENTS

Personnel relations with employees continue to remain cordial. Your Directors record their appreciation for the services rendered by employees at all levels. They acknowledge and record their appreciation for the co-operation and assistance rendered by HDFC Limited, Banks, and various Government Authorities at the State and Central levels. Your Directors thank all stakeholders for their continued support.

For the Behalf of the Board of Directors For Nirlon Limited Moosa

Raza Chairman

Mumbai, July 28, 2012

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Mar 31, 2011

Dear Members,

The Directors present their 52nd Annual Report and the Audited Financial Accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Rupees in crore)

2010-11 2009-10

Gross Sales and Other Income 152.85 56.23

Gross Profit/(Loss) 107.00 24.53

Interest paid 57.98 22.17

Cash Profit/(Loss) 49.02 2.36

Depreciation 46.00 17.68

Net Profit before extraordinary items 3.02 (15.32)

Less : Extraordinary items

VRS 2.52 2.52

Net Profit for the year after 0.50 (17.84) extraordinary items

Provision for Taxation :

Current Tax 0.10 0.00

Income tax adjustments 0.00 0.22 of earlier years

Deferred Tax 0.04 0.28

Profit for the year after Tax 0.36 (18.34)



DIVIDEND

The Directors do not recommend any dividend in view of the marginal profit for the year.

DIRECTORS

Shri Moosa Raza and Shri Arjan Gurbuxani, Directors, retire by rotation and being eligible, offer themselves for re-appointment at this Annual General Meeting.

A brief resume of the Directors to be re-appointed, nature of their expertise, and name of the company/ies in which they hold Directorships and Memberships/Chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, is provided in Annexure III, i.e. the Report on Corporate Governance forming a part of this Report.

OPERATIONS & FUTURE OUTLOOK

i) Development of the Industrial Park /Information Technology (IT) Park i.e. Nirlon Knowledge Park ( NKP) – Goregaon, Mumbai

Nirlon Limited is the owner of NKP, a 23 acre campus in Goregaon (E), Mumbai 400 0063. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtra's IT Policy. NKP, being an Industrial Park, is eligible for FDI under the Automatic Route as per the Government of India's Consolidated FDI Policy.

Construction, Delivery of Premises, and License Fee Commencement

Planning for the development of NKP in four phases began in 2006, and construction in April/May 2007. Currently, Phases 1 and 2 are complete.

A total of approx. 16.75 lac sq. ft. has been constructed in Phases 1 and 2. Income by way of License fees from approx. 10.26 lac sq. ft., which corresponds to approx. 95.50 % of the total licensable area for Phases 1 & 2 of approx. 10.75 lac sq. ft., is accruing to the Company as on March 31, 2011.

Please note: - The total constructed area of approx. 16.75 lac sq.ft. for Phases 1 and 2 includes two levels of basement parking for each of the four office Blocks, as well as a 10 floor Multi Level Car Parking ( MLCP) ( which also has two basements) housing the utilities , i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2, in addition to visitor and occupant parking.

Gross License fees as on March 31, 2011 from Phases 1 and 2 aggregate approx. Rs.8.20 crore per month. Additional gross License fees as on March 31, 2011 of approx. Rs.1.51 crore per month are also accruing from other licensees occupying the existing old buildings in NKP ( approx. 3.91 lac sq. ft.).

Construction of Phase 3 (approx. 5.57 lac sq. ft. of constructed area corresponding to approx. 3.90 lac sq. ft. of licensable area) commenced in the last quarter of 2010, and is expected to be complete by approx. the second/third quarter of 2013.

Phase 4 (approx. 6.50 lac sq. ft. of constructed area corresponding to approx. 4.75 lac sq. ft. licensable area) is proposed to commence from the last quarter of 2011 / 1st quarter of 2012.

When complete, (estimated by approx. 2014) - the total constructed area ( including existing old buildings) in NKP will be approx. 32.22 lac sq. ft. corresponding to a total licensable area of approx. 22.76 lac sq. ft..

Marketing

The profile of occupants occupying Phase 1 and Phase 2 presently comprise of highly regarded and well known International and Indian corporates. The Company is targeting a similar profile of successful Corporates for its Phase 3 and Phase 4 development.

Financing

The Company's debt funding to-date has been provided by HDFC Limited and can be broadly be broken down into two categories:- (i) Securitized loan - Rs.568.49 crore (as on March 31, 2011) being repaid in equal monthly installments of principal and interest from the existing License fees.

(ii) Construction loan for Phase 3 - Rs.25.00 crore drawn down as on March 31, 2011 (out of a total of Rs.200.00 crore sanctioned).

Preferential issue of Equity Shares – On July 21, 2011 , the Company has successfully completed a Preferential Equity issue of Rs. 74.52 crore , by issuing 1,35,49,000 new equity shares at a price of Rs. 55.00 per share ( Rs. 10.00 face value Rs. 45.00 premium) to four investors including HDFC Limited. The issue was made under Chapter VII of SEBI ICDR, 2009, and was approved by a special resolution of shareholders in an Extra Ordinary General Meeting held on July 7, 2011.

The Company's revised subscribed and paid up share capital now stands increased to Rs. 71,76,55,860.00 ( earlier Rs. 58,21,65,860.00 ) comprising 7,17,65,586 equity shares of Rs. 10.00 each ( earlier 5,82,16,586 equity shares of Rs. 10.00 each ).

The proceeds from this Preferential issue have been utilized as envisaged, for enhancing the efficiency of the NKP development through a prudent and responsible mix of project financing.

Further Phases

Subject to adequate progress of Phase 3 and market conditions, the development of the fourth phase of NKP, comprising a constructed area of approx.6.50 lac sq. ft., is proposed to begin in the last quarter of 2011 /1st quarter of 2012.

License fee income at Goregaon from the licensees in existing old buildings may decrease to a small extent in 2011-12. This is because certain agreements are expiring and may be renewed for a short period only, or may not be renewed at all, so as to make further space available for the continued development of NKP in 2011-2012. The Company will make all efforts to ensure that there is a minimum loss of License fee in this transitory phase.

The Company's business plan will continue to retain ownership of the NKP development, and to offer office space on a leave and license basis only.

ii) Nirlon House

The Company continues to own 75% undivided interest in approx. 45,475 sq.ft. in the Nirlon House' building at a prime location on Dr. A. B. Road, Worli, in Central Mumbai.

iii) Tyrecord/ Industrial Fabric Division - Tarapur

The Company has discontinued the operations of this Division. It has already assigned its MIDC leasehold plot of land (Plot D-8) at Tarapur alongwith the buildings/ structures thereon to M/s. Bombay Rayon Clothing Limited, Mumbai as approved by the shareholders through a Postal Ballot, and has received the full and final consideration for the same from M/s. Bombay Rayon Clothing Limited, Mumbai.

FIXED DEPOSITS

The Company has neither accepted nor has invited any fixed deposits during the year.

DEBENTURES

The Company has not issued any debenture during the year.

The Company has already transferred the last unpaid/ unclaimed debenture redemption amount/interest pertaining to the No.IV and No.V issues of Debentures under Section 205-C of the Companies Act, 1956 ("the Act") to the "Investor Education and Protection Fund (IEPF)" on August 17, 2010 as required under the provisions of the Act. As a result , all outstanding amounts pertaining to unpaid/unclaimed debenture redemption amount/interest required to be paid / transferred under the provisions of the Act have been duly paid/ transferred.

PREFERENTIAL EQUITY ISSUE UNDER CHAPTER VII OF SEBI ICDR, 2009

The Company has successfully issued and allotted 1,35,49,000 Equity Shares on a preferential basis on July 21, 2011 upon receipt of the full consideration amount of Rs. 74.52 crore (inclusive of premium of Rs. 45.00 per Equity Share).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.

The information as required under Section 217(1) (e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in Annexure I and forms part of this Report.

EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees') Rules, 1975 (as amended to date) is attached as Annexure II and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, the Board of Directors hereby confirm:

i) that in the preparation of the annual accounts for the year ended March 31, 2011, applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2011, and of the profit of the Company for that year.

iii) that the Directors 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;

iv) that the Directors have prepared the accounts for the year ended March 31, 2011 on a going concern' basis.

CORPORATE GOVERNANCE DISCLOSURE

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI), and has complied with all the mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance (Annexure III to this Report), and a certificate from the Statutory Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Limited, form part of this Report.

The Executive Vice Chairman's declaration regarding compliance with the Code of Business Conduct and Ethics forms part of this Corporate Governance Report.

MANAGEMENT DISCUSSION ANALYSIS

Details are provided in Annexure IV and forms part of this Report.

INTERNAL AND STATUTORY AUDITORS

M/s. Haribhakti & Co., Chartered Accountants are appointed as Internal Auditors of the Company and their reports are reviewed by the Audit Committee appointed by the Board.

The Company’s Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. They have indicated their willingness to accept re-appointment and have further furnished the necessary Certificate in terms of Section 224(1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, as Statutory Auditors of the Company, to the Board of Directors. The Board of Directors have accepted the recommendation and recommend to the Shareholders the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, as the Statutory Auditors of the Company and authorize the Board of Directors to fix their remuneration.

AUDITORS' REPORT

The observation made by the Auditors in their Report referring to the Notes forming part of the Accounts are self explanatory, and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

PERSONNEL RELATIONS AND ACKNOWLEDGEMENTS

Personnel relations with employees continue to remain cordial. Your Directors record their appreciation for the services rendered by employees at all levels. They acknowledge and record their appreciation for the co-operation and assistance rendered by HDFC Limited, Financial Institutions, Banks and various Government Authorities at the State and Central levels. Your Directors thank all stakeholders for their continued support.

For and on behalf of the Board of Directors For Nirlon Limited

Moosa Raza Chairman

Mumbai, July 29, 2011

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Mar 31, 2010

The Directors present their 51st Annual Report and the Audited Financial Accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rupees in crore)

2009-10 2008-09

Gross Sales and Other Income 56.23 38.10

Gross Profit/(Loss) 24.53 13.45

Interest paid 22.17 5.32

Cash Profit/(Loss) 2.36 8.12

Depreciation 17.68 2.10

Net profit before extraordinary items (15.32) 6.02

Less: Extraordinary items

VRS 2.52 2.52



Net Profit for the year after

extraordinary items (17.84) 3.50

Provision for Taxation:

Current Tax - (0.40)

Income Tax adjustments of

earlier years (0.22) (0.01)

Deferred Tax (0.28) (0.05)

Fringe Benefit Tax - (0.14)



Profit for the year after Tax (18.34) 2.90

DIVIDEND

The Directors do not recommend any dividend in view of the net loss for the year.

DIRECTORS

We are pleased to inform you that our Chairman, Shri Moosa Raza, former Secretary to the Government of India has been conferred the Padma Bhushan Award by the President of India in the Republic Day Honors for distinguished Civil Service.

Smt. Rajani Bhagat and Shri Jaidev Shroff, Directors, retire by rotation and being eligible, offer themselves for re-appointment at this Annual General Meeting.

A brief resume of the Directors to be re-appointed, nature of their expertise, and name of the company/ies in which they hold Directorships and Memberships/Chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, is provided in Annexure III, i.e. the Report on Corporate Governance forming a part of this Report.

OPERATIONS & FUTURE OUTLOOK

a) Real Estate Division

i) Development of the Information Technology (IT) Park i.e. Nirlon Knowledge Park (NKP) - Goregaon, Mumbai

Phase 1 and 2

Construction, Delivery of Premises, and Licence Fee Commencement

During the period under review, construction of Phase 1, i.e. Buildings Blocks B 1, 2 and 3 as well as the Multi Level Car Park (MLCP) have been completed.

In the April-August 2009 period, the Company commenced delivery of these Phase 1 premises to its licensees for their fitout work. Income by way of license fees for approx. 715,000 sq.ft. commenced between July 2009 and March 2010. The total constructed area for Phase 1 is approx. 1,294,000 sq. ft. including two levels of basement parking and the ten floor MLCP (which will also be used for Phase 2 parking, visitor parking and houses utilities, i.e. generators, chillers, water tanks, etc. for both Phases 1 and 2).

During the period under review, the Company also completed construction of the Phase 2 Building Block B-7, and has commenced delivery of these premises to its licensees in stages for their fit out work from July 2010. Income by way of license fees for Phase 2 will begin from October 2010, and the Company estimates commencement of license fees from approx. 306,000 sq. ft. progressively through March 2010. The total constructed area for Phase 2 including two levels of basement parking is approx. 384,000 sq. ft.

Marketing

The profile of licensees occupying / contracted to occupy Phase 1 and Phase 2 presently comprises highly regarded and well known International and Indian corporates. The Company will continue to target a similar profile of successful Corporates for its Phase 3 and Phase 4 development.

Financing

HDFC Ltd., the Companys Lenders, continue to provide loan financing to the Company for the development of Phase 1 and Phase 2 of NKP as per the terms of their sanction.

Repayment of the loan to HDFC in equal monthly installments comprising Principal and Interest has begun from August 2009, with the securitization of a major portion of the Phase 1 and 2 loan. The repayment is being made as per HDFCs required schedule.

Interest and Depreciation

With the completion of Phase 1 and commencement of license fees, Interest Paid on the construction loan, and Depreciation on the new buildings form a part of the Profit & Loss Accounts for 2009-10. As a result, though Gross Profit is sharply higher than in 2008-09, the Financial Year 2009-10 shows a Loss after Depreciation. Interest Paid and Depreciation for Phase I are both expected to reduce in subsequent years as, respectively, outstanding loan amounts for this phase also reduce, and buildings become older. (On the assumption that the interest rate charged to the Company and loan tenure remain unchanged).

Further Phases

Subject to the successful commencement of license fee income from Phase 2, the development of the Phase 3 of NKP is proposed to begin in October-December 2010, comprising a constructed area of approx.550,000 sq. ft. Based on the progress of Phase 3, the Company will consider when to commence the fourth and final phase of the NKP Development.

The Companys business plan will continue to retain ownership of the NKP Development, (proposed constructed area of approx. 3 million sq. ft.) and to offer office space on a leave and license basis only.

ii) Leave and License activity

The Company continues to license built up area at Goregaon, Mumbai, (in the existing old Industrial Buildings) at Tarapur, Thane Dist., Maharashtra (upto August 2010), and in Nirlon House at Worli, Mumbai, to various corporates.This activity continues together with the development of various phases of NKP.

License fee income at Goregaon from the licensees in existing old buildings will decrease to some extent in Financial Year 2010-11. This is because certain agreements are expiring and may be renewed for a short period only, or may not be renewed at all, so as to make further space available for the continued development of NKP in Financial Year 2010-2011. The Company will make all efforts to ensure that there is a minimum loss of license fees during this transitory phase.

b) Tyrecord / Industrial Fabric Division- Tarapur

The Company is in the process of completing the remaining statutory formalities for completion of transfer of its MIDC leasehold plot of land (Plot D-8) at Tarapur alongwith the buildings/structures to M/s. Bombay Rayon Clothing Limited, Mumbai, as approved by the shareholders through a Postal Ballot.

FIXED DEPOSITS

The Company has neither accepted nor has invited any fixed deposits during the year.

DEBENTURES

The Company has no overdue debenture redemption amounts, save and except unclaimed amounts.

The Company has transferred unpaid/unclaimed debenture redemption amounts/interest pertaining to the No. IV and No. V issues of Debentures under Section 205-C of the Act to the Investor Education and Protection Fund (IEPF)” on January 12, 2010 as required under the provisions of the Act, and will further transfer unpaid/unclaimed debenture redemption amounts/interest after August 18, 2010 as required under the provisions of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.

The information as required under Section 217(1) (e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in Annexure I and forms part of this Report.

EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached as Annexure II and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the Board of Directors hereby confirm:

i) that in the preparation of the annual accounts for the year ended March 31, 2010, applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2010, and of the loss of the Company for that year;

iii) that the Directors 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;

iv) that the Directors have prepared the accounts for the year ended March 31, 2010 on a ‘going concern basis.

COMPLIANCE CERTIFICATE OF AUDITORS

A certificate from the Auditors of the Company, M/s. N. M. Raiji & Co, confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 is annexed to the Directors Report forming part of this Report.

CORPORATE GOVERNANCE DISCLOSURE

The information as required is provided in Annexure III and forms part of this Report.

MANAGEMENT DISCUSSION ANALYSIS

Details are provided in Annexure IV and forms part of this Report.

INTERNAL AND STATUTORY AUDITORS

M/s. Haribhakti & Co., Chartered Accountants are appointed as Internal Auditors of the Company and their reports are reviewed by the Audit Committee appointed by the Board.

M/s. N. M. Raiji & Co., Chartered Accountants, the Statutory Auditors of the Company, retire from the office of auditors, and being eligible offer themselves for re-appointment as the Statutory Auditors of the Company.

Members are requested to appoint M/s. N. M. Raiji & Co. as the Statutory Auditors of the Company and authorize the Board of Directors to fix their remuneration.

AUDITORS REPORT

The Auditors Report and Notes to the accounts are self- explanatory.

INDUSTRIAL RELATIONS AND ACKNOWLEDGEMENTS

Industrial relations with employees continue to remain cordial. Your Directors record their appreciation for the services rendered by employees at all levels. They acknowledge and record their appreciation for the co- operation and assistance rendered by HDFC Limited, Financial Institutions, Banks and various Government Authorities at the State and Central levels. Your Directors thank all stakeholders for their continued support.

For and on behalf of the Board of Directors

For Nirlon Limited

Moosa Raza

Chairman

Mumbai, July 30, 2010