Nitco Ltd

JV overview and projections

• MoU to form JV between HoABL Impactum and NITCO and NITCO Realties.
• HoABL revenue projection: Rs 3,000 crore; NITCO: Rs 1,500 crore over five years.
• HoABL to invest about Rs 1,000 crore toward construction.
• Subject to approvals and definitive agreements; not a related-party transaction.

Project scope and location

• 40-acre Alibaug land parcel for luxury residential and hospitality.
• Includes luxury apartments, townhouses, and a Miros-branded boutique hotel.
• Second Alibaug project after Sol-de-Alibaug.
• Development to be phased; location, configuration, and timeline to be announced.

Approvals and disclosures

• Approvals and execution of definitive agreements required.
• HoABL Impactum not related to NITCO promoter group.
• Transaction does not constitute a related-party transaction.

Context and background

• HoABL is India's largest branded land developer; 13 million sq ft sold.
• Sol-de-Alibaug is HoABL's prior Alibaug project.

MOU for Alibaug land development

• MOU signed Aug 24, 2026 among Nitco Limited, Nitco Realties, Vivek Talwar and HOABL for land development.
• Land involved: Thal and Lonare villages, Alibaug Taluka, Raigad.
• Estimated consideration: Rs 1,300–1,500 crore over five years.
• Security deposit received: Rs 9 crore by cheque.
• Consideration to be recognised over the period per accounting standards.
• Definitive agreements to follow after conditions precedents and approvals.
• No special rights to appoint directors or change capital under the MOU.
• Related party notes: HOABL not promoter group; Nitco Realties wholly owned; HOABL not RPT.
• Transaction to be disclosed to exchanges upon full completion.
• No issuance of shares contemplated at this stage.

Capital advance recovery

• Rs. 995.98 Lakhs recovered and fully settled; no outstanding.
• Advance was for land procurement; transaction did not materialize.
• Improves liquidity by removing long-outstanding receivable.
• No further amounts due from SBPL.

Court ruling and next steps

• Delhi High Court dismissed Nitco's writ challenging the final Settlement Order (Nov 14, 2019) directing interest.
• Order dated Aug 21, 2026; copy received by Nitco on Aug 24, 2026.
• Company plans to file a Special Leave Petition in the Supreme Court.
• Interest liability of Rs 15,16,65,821 forms the financial impact.
• No material impact on operations; litigation risk and potential future costs remain.

AGM notice and e-voting details

• Dispatched letters to shareholders without registered emails with web-link to AGM notice and annual report.
• 60th AGM scheduled for Sep 17, 2026 at 11:30 AM IST via VC/OVAM.
• Electronic copies of AGM Notice and Annual Report 2025-26 sent only to registered email addresses.
• Notice and Annual Report accessible at Nitco website and BSE/NSE portals.
• Remote e-voting starts Sept 12, 2026 at 09:00 IST.
• Remote e-voting ends Sept 16, 2026 at 17:00 IST.
• Cut-off date for remote e-voting: Sept 10, 2026.
• Registrar and Transfer Agent: MUFG Intime India Private Limited.
• Shareholders should update email/address with their DP or RTA.

AGM & reporting

• 60th AGM on 17 Sep 2026 at 11:30 IST via VC/OAVM.
• Notice and Annual Report for FY2025-26 circulated; available on nitco.in.
• E-voting: Start 12 Sep 2026 09:00; end 16 Sep 2026 17:00; cut-off 10 Sep 2026.
• Cost Auditor remuneration Rs 75,000; remuneration ratified by Board.
• Authum Related Party Transaction limit revised to Rs 250 Cr for FY2026-27.
• Postal ballot approved Vivek Talwar's appointment as MD for 3 years from 1 Apr 2026.
• Dividend for FY2025-26 was not declared.

Financial performance

• Standalone revenue from operations Rs 53,971.43 Lakhs for FY2025-26.
• Consolidated revenue Rs 54,199.77 Lakhs for FY2025-26.
• Standalone net profit after tax Rs 34.22 Lakhs; margins modest.
• Consolidated net profit after tax Rs 2,864.78 Lakhs.
• Standalone EPS Rs 1.49; Consolidated EPS Rs 1.26.
• Standalone debt/equity 0.63; Consolidated 0.83.
• Standalone net debt Rs 21,769.99 Lakhs; Consolidated Rs 27,282.93 Lakhs.
• Cash & cash equivalents: Standalone Rs 2,570.71 Lakhs; Consolidated Rs 3,136.56 Lakhs.

Major orders & strategic moves

• Prestige Estates order for tiles/marble Rs 280.44 Cr; post-year Rs 66.65 Cr.
• Total Prestige order ~ Rs 347.09 Cr; monetizes scale with premium exposure.
• Real estate plotted development at Alibaug; minimum consideration Rs 350 Cr over 3 years.
• Kanjurmarg land monetization to Runwal; Rs 232 Cr cash plus non-monetary; later revised structure.
• ESOP activity: 3,94,150 equity shares allotted in FY2025-26; 50,000 more post-year-end.
• 20 new franchise stores launched; expanding Look and Le Studio Express formats.

Capital structure & liquidity

• Standalone borrowings Rs 24,340.70 Lakhs; current Rs 4,340.70; non-current Rs 20,000.
• NBFC term loan Rs 5,439.94 Lakhs included in debt.
• Consolidated borrowings Rs 30,419.49 Lakhs; cash Rs 3,136.56 Lakhs.
• Net debt (Group) Rs 27,282.93 Lakhs; gearing 0.75.
• Dividend declared: Nil; working capital and liquidity supported by restructuring.

Governance & controls

• Statutory auditor M M Nissim & Co. LLP; unmodified opinion on Standalone & Consolidated.
• Secretarial audit: MIHEN Halani & Associates; no material qualifications.
• CSR for FY2026-27: Nil; CSR committee not required given profits history.
• Board: MD Vivek Talwar reappointed; CFO changes occurred; Independent Directors declarations on independence.

Related party transactions & ESOP

• Authum Investment & Infrastructure Limited holds 46.77% stake.
• RPT with Authum: Working Capital Facility and Invoice Discounting up to Rs 250 Cr; approvals obtained.
• Promoter share demat: 4,242 promoter shares not dematerialised; management actions underway.
• ESOP: 9,88,000 options granted; vesting schedule; 3,38,150 exercised; 50,000 post-year-end.
• Promoter and KMP related-party disclosures are detailed in Form AOC-2 and notes.

Risks & outlook

• Global trade barriers: EU/US anti-dumping and countervailing duties impact exports.
• Energy and commodity price volatility affecting margins in tiles/marble.
• Real estate cycles and premium segment sensitivity to interest rates.
• Competition intensifies from Morbi cluster; price-led margins compressed.

Industry & business context

• Indian tile market faces recovery driven by infra spend and premiumisation.
• MECS & other agencies project modest growth in Indian tile production through 2029.
• Designer mosaics remain high-margin niche with project-led demand.

Financials

• Total Income (Q1 30 Jun 2026): Standalone Rs 11,710.18 L; Consolidated Rs 11,850.79 L.
• PAT: Standalone Rs -925.13 L; Consolidated Rs -1,032.97 L.
• PBT: Standalone Rs -925.13 L; Consolidated Rs -1,032.81 L.
• EPS (quarter): Basic -0.38; Diluted -0.38.
• ESOP expense recognised: Rs 1,057.74 L for vesting Aug 2024–Jun 2026.
• JDA income recognized: Rs 5,842 L; balance expected FY2026-27.
• ADGFT penalty: Rs 17,000 L; no provision; legal opinion views order bad.
• Kanjurmarg monetisation approved; advance Rs 14,300 L; sale not recognised yet.
• Progcap facility: approx Rs 200 Cr for FY2026-27.

Capital raising & financing

• Preferential allotment raised Rs 46,323.80 L; equity Rs 40,924.87 L; convertible warrants Rs 5,398.93 L.
• Utilisation of raised funds: Rs 54,211.17 L; debt repayment Rs 20,000; vendors Rs 5,000.
• Working capital Rs 9,805.38; real estate acquisition Rs 16,885.25; general corporate Rs 2,520.54.
• Balance warrants: 1,14,00,000 equity shares to promoter on balance payment.
• 75% of warrant price received; balance expected within 18 months.

Other matters & risks

• Board approved Cost Auditor appointment: R. K. Bhandari for 2026-27.
• AS OF 30 Jun 2026, funds fully utilized against stated objectives per utilisation table.
• Group includes multiple subsidiaries and LLP; results subject to limited review, not a full audit.

Transaction details (Reg 29(2))

• Target Company: Nitco Limited.
• Acquirer: Vivek Prannath Talwar (Promoter group); PACs promoter group per Table 1.
• Transaction Type: Acquisition via conversion of warrants into equity shares.
• Pre-Transaction Holding: 5,50,23,806 shares (21.78%).
• Acquired: 55,05,935 shares (2.18%).
• Mode: conversion of warrants into equity shares (24 Jul 2026).
• Post-Transaction Holding: 6,05,29,741 shares (23.96%).
• Total diluted post-transaction capital: 23.96%.
• Date of transaction: 24 July 2026.
• Share Capital Context: before 5,50,23,806; after 6,05,29,741.

Regulatory action and disclosure

• Order from Pollution Control Committee directed payment of ₹14.25 lakh; payable within seven days; paid 28 Apr 2026.
• Disclosure delayed due to initial interpretation; now extended to Pollution Control Committee orders under Reg 30.
• Date of order received: 13 Apr 2026; action: non-compliance with environmental standards.
• Impact: penalty only; no material impact on operations.