Nirlon Ltd

Dividend and TDS update

• Board recommends final dividend Rs 15 per share (150%) for FY2025-26, subject to AGM approval.
• Record date Sept 3, 2026; dividend payment after Sept 23, 2026; AGM Sept 18, 2026.
• Last date for TDS exemption form submissions: Sept 3, 2026 by 5:00 pm.
• Resident shareholders with PAN may have 10% TDS; Form 121 eligibility conditions apply.
• Resident shareholders without PAN face 20% TDS; PAN linkage needed to reduce withholding.
• Non-resident holders: TDS generally 20%; DTAA benefits require TRC, Form 41, and related docs.
• GDR holders: TDS 10% with PAN; 20% if PAN not provided.
• Submission portal: link provided to upload Form 121 and related declarations by Sept 3, 2026.
• Dividend will be paid electronically; update bank and KYC details for timely credit.
• If higher TDS is deducted, taxpayers may claim refunds via IT portal or TRACES.

AGM notice and annual report

• Dispatched 67th AGM notice and FY2025-26 annual report via email on Aug 18, 2026.
• Physical letters sent Aug 20, 2026 to members without registered emails.
• Annual Report and AGM Notice available on company website.
• Record date for final dividend set Sept 3, 2026.
• Final dividend recommended: Rs 15 per share; subject to AGM approval.
• E-voting window: Sept 14-17, 2026; cut-off Sept 11, 2026.
• AGM scheduled Sept 18, 2026 at 12:00 IST via VC/OAVM.
• Event No. 260543 for the 67th AGM.

AGM Details

• AGM to be held via VC/OAVM; no physical attendance.
• Date/time around midday in September; exact date not specified.
• Record date for dividend and e-voting cut-off fixed; exact dates not disclosed.

Key Resolutions

• Adopt Audited financial statements for the year.
• Declare final dividend per share; subject to member approval.
• Re-appoint nominee director retiring by rotation.
• Ratify remuneration payable to cost auditor for the year.

Voting Results

• Voting outcomes not disclosed in this filing.

Dividend

• Final dividend per share proposed; subject to shareholder approval.

Director Changes

• Director re-appointment recommended for continuation as nominee director.

Auditor Appointments

• Cost auditor remuneration fixed; to be ratified by members.

Related Party / Other Approvals

• No material related party transactions disclosed in this chunk.

Overview

• Standalone BRSR for FY2025-26 filed by Nirlon Limited.
• NKP accounts for 99.04% of turnover; IT park development and management.

Key ESG Risks & Opportunities

• Green building practices are material opportunities; NKP holds LEED Gold/Platinum, TRUE, and LEED Zero Water.
• Energy efficiency, water conservation, and wastewater reuse reduce costs and carbon footprint.
• CSR focus on healthcare, education, environment; CSR spend at least 2% of average net profits.
• Health and safety emphasis reduces incidents; LTIFR reported as zero.

Governance & Policy Highlights

• Risk Management Committee oversees ESG; board oversight on sustainability.
• Policies include Code of Conduct, Whistle Blower, POSH, and anti-bribery framework.
• No violations or penalties; 30 shareholder complaints in FY2025-26; 0 pending.
• No external assurance for BRSR core.

Social Responsibility & Workforce

• Total workforce: 3 permanent employees; 3 male, 0 female.
• Board female representation: 16.7% (1 of 6); KMP female: 0%.
• Retirement benefits: PF and gratuity cover 100%; ESI not applicable.
• Whistle Blower and POSH mechanisms in place for grievance redress.
• CSR initiatives benefited about 3,98,614 people across health, education, and environment.

Environmental Performance

• NKP common areas powered by 100% renewable energy; 0 Scope 2 emissions.
• Wastewater treated on-site; 100% recycled for non-potable use.
• LEED Gold/Platinum, LEED Zero Water/Zero Waste; WELL rating achieved.
• Total energy: 3.75 million MJ; Scope 1 emissions 81.44 tCO2e; Scope 2 not disclosed.
• Total waste 46.18 t; 29.51 t recycled, 16.67 t reused; 0 incineration/landfill.

Stakeholder Engagement & Complaints

• Stakeholders: employees, investors, government, lenders, communities, customers; regular engagement.
• Shareholders complaints: 30 filed FY2025-26; 0 pending.
• Communities grievances addressed via whistleblower; data privacy/cybersecurity policy in place; no breaches.

Other Notable Metrics

• Related-party purchases: 15.32% of total purchases; related-party sales 1.06% of total.
• MSME procurement share: 6.87%.
• CSR spend: at least 2% of average net profits; beneficiaries across sectors.
• Holding/subsidiary: Reco Berry Pvt. Ltd. holds 63.92%.

Financials

• Revenue from operations: ₹66,917.12 lakh for FY2025-26, up from ₹63,607.48 lakh.
• Net profit after tax: ₹34,598.17 lakh, up from ₹21,818.85 lakh.
• EPS: ₹38.39 (basic and diluted) for the year.
• Interim dividend ₹15 per share paid; final ₹15 per share proposed.
• Total income: ₹68,332.27 lakh; moved to new tax regime in FY2025-26.
• Cash profit ₹42,754 lakh; gross profit ₹53,539 lakh.
• Return on equity rose to 83.82% from 40.15% year-on-year.

NKP assets and occupancy

• NKP occupancy 99.1% across Phases 1-5 in FY25-26.
• Phases 1-5 licensed area totals 47.63 lakh sq ft.
• License fees from NKP phases: ₹590.08 crore in FY25-26.
• Phase 5 LEED Platinum; Phases 1-4 LEED Gold; LEED Zero Water; TRUE Platinum.
• As of 30 Jun 2026, NKP occupancy ~99.9%.

Capital structure & liquidity

• Total borrowings: ₹114,689.76 lakh (non-current) and ₹23.13 lakh (current).
• Net debt: ₹113,694.42 lakh; net debt to equity 71%.
• Equity: ₹46,860.39 lakh; CRISIL AA+/Stable rating.
• License to pay final dividend: ₹13,517.72 lakh proposed for 2025-26.

Dividends & capital allocation

• Interim dividend paid: ₹15 per share; final dividend ₹15 per share proposed.
• Record date for dividend: 3 September 2026.

Governance & board

• Board size six; independent directors three; 50% independent.
• Chandresh Ruparel appointed independent director on 26 Sept 2025.
• Sridhar Srinivasan retired as independent director on 28 Sept 2025.
• Audit committee comprises Rajinder Pal Singh (Chair), Anjali Seth, Chandresh Ruparel.
• Internal audit by KPMG Assurance & Consulting from FY2026-27; Secretarial by Alwyn Jay & Co.
• Statutory auditors: SRBC & Co LLP; no qualification in audit.

Audits & related party disclosures

• Key audit matter: related party transactions with Nirlon Management Services Pvt. Ltd. (NMSPL).
• Related party transactions disclosed in Note 31 and Annexures 5A/5B.
• Form AOC-2 disclosures accompanying the Directors' Report.

CSR & ESG

• CSR spend: ₹592.76 lakh in FY2025-26; 2% of average net profits (₹581.81 lakh) first.
• CSR projects: 5; assets created: 5; LEED/TRUE/WELL certifications achieved at NKP.
• Average net profits eligible for CSR: ₹581.81 lakh; excess / shortfall: ₹10.95 lakh.
• NKP sustainability: LEED Gold/Platinum, LEED Zero Water, TRUE Platinum, WELL HSR.

Outlook & risks

• Macro environment: India to sustain growth; global tariffs and geopolitics pose risks.
• AI developments may affect hiring in GCC/IT sectors; monitor impact on demand.
• NKP occupancy near full; focus on renewables, energy efficiency, and carbon reduction.

Financial Performance

• Total income Rs.173/- crore, up 3% YoY
• EBITDA Rs.134/- crore, up 1% YoY; EBITDA margin 77.30%
• PAT Rs.69/- crore, up 19% YoY; PAT margin 40.19%

Occupancy and Utilisation

• Average occupancy across NKP and Nirlon House 99.8% in Q1 FY27
• Combined vacant area ~6,900 square feet as of 30 Jun 2026

Leasing and Capex

• 26-27 is a fairly quiet year for leave-and-license expiries
• Annual escalation ~4.75%, vs 15% every 3 years earlier
• No significant NKP redevelopment; routine capex to maintain international-grade park
• Debt prepayment not decided yet

Guidance and Outlook

• FY27 rental growth expected to be contractual in existing agreements
• Dividend future not disclosed; past dividend Rs.30 per share in FY25-26
• Debt repayment starts May 2027; 5% per year totaling 25% over 5 years
• No concrete progress on restructuring discussions
• GCC growth expected to positively impact office demand

Q&A Highlights

• Tenant additions this quarter were not significant
• 26-27 renewals not showing significant expiries
• Average remaining lease tenure cannot be provided on the spot; depends on assumptions
• Yield figures not quantified on call; available in investor report

Meeting Details

• Date: Tuesday, August 11, 2026.
• Type/Mode: group earnings conference call, virtual.
• Organizer: Nirlon Limited.

Participants

• Key participants: CEO & Executive Director; CFO & VP Finance; VP, Business Development and Investor Relations.

Purpose

• Earnings results discussion with Q&A format.

Availability

• Audio recording available on the company website.
• Transcript to be posted on website and filed with BSE.